Perfect Imperfection
by Kronium345
Summary: No one would expect that beings that are all-powerful and all-knowing could be so... bored. Simple ideas can produce astronomical results. A being deemed 'perfection' will cause great changes in the Marvel Universe. Either saving the world in the process, or damning it to hell. Let's see how it can handle the 'Perfect Imperfection'.
1. Chapter 1

**Chapter 1:**

In the far reaches of space stood a man, gazing out in the vast expanses of space and watching the distant galaxies, nebulas and comets trail by him. He stood around six foot one, and was dressed in an all-white suit with combed black hair and glowing blue-white eyes that screamed of power unrivalled. Just being in his vicinity would give you that impression he was not a being to be crossed, let alone challenged.

This was the Beyonder, an extremely powerful cosmic being that very, very few could rival, in this universe and the multiverse.

And right now, the all-powerful, all-seeing, almost all-knowing Beyonder was… to put it simply, bored.

"Hmmm, what to do, what to do…," the Beyonder said as he cupped his chin and glanced out into the universe to see what was going on, specifically on Earth. After a few moments of seeing the current state of things on the little mud ball of a world that he's taken a fancy to on many occasions, the Beyonder prepared to pull out and look at another world, when he had a thought come to his head.

"Hmmm." Frowning, the Beyonder took a closer look at Earth, looking at a certain species in particular. This species were what humans referred to as 'mutants'. The Beyonder was fascinated by mutants, and by extension, humans. So weak, so young, so childish... and yet, of all the species that he had encountered, they seemed to rank as one of his most favourite. Simply because of their ability to adapt to change. Almost any human, be they the small beings called infants, to the grown-up adults, could learn how to adapt to change, given the right tools and resources.

"Adapt..." the Beyonder muttered, frowning. Then, a smile appeared on his face. What he was going to do could be his possible greatest mistake or biggest investment. If he played his cards right, he could alter certain events that could possibly destroy the Earth, universe and possibly, the multiverse.

"Plus, I am bored," he added as an afterthought. One second, he was on the distant moon that he was standing on. The next, he was gone.

 **XXX**

 _Space, 31st century, unknown spaceship..._

Nathaniel Richards, later known as Kang the Conqueror, was looking at several holograms depicting recent historical events from the 20th-21th century. He was looking at the studies of Egypt, inspecting the tombs and pyramids.

"Hmm, the work done by Victor Von Doom is extraordinary," Nathaniel commented, waving his hand to disperse the hologram. He smiled, ideas flowing through his head. "Soon, En Sabah Nur. You will be mine."

"Yeah, I'm going to have to ask you to reschedule that," a voice rang out.

Nathaniel whirled, his mind moving at the speed of thought to activate each of his defence systems. Advanced plasma rifles and guns popped from the ground, along with missiles, droids and other machinery. "Show yourself, intruder!"

"Oh, come on, make a person feel welcome," the voice continued, before the Beyonder appeared in the spaceship. He looked around at the advanced weaponry aimed at him. "None of that, now." With a wave of his hands, each and every piece of technology suddenly vanished.

Nathaniel blinked, stunned, before glaring at the being. "Who are you?! What are you doing on my-"

Rolling his eyes, the Beyonder crossed the distance between him and Nathaniel in nanoseconds, before placing a hand on Nathaniel's head. The Beyonder removed his hand, looking at Nathaniel, who gasped and held his head in pain, images and words flowing through his mind. Kang the Conqueror, Apocalypse, the Avengers... perfection.

Nathaniel gasped again, squinting his eyes, as if he was looking at a bright light. He looked at the Beyonder warily. "What do you want?" he asked, unsure as to what the being before him wanted, and why he showed him those images.

The Beyonder smiled. "What I want... is entertainment. Simple as that. But for you, you could have an heir. Although, Apocalypse is one choice, but I'm sure what I've provided for you would be a... suitable replacement. So, Nathaniel. Do we have a deal?"

Nathaniel stared long and hard into the Beyonder's blue-white eyes, before finally saying, "I'm listening."

 **XXX**

 _Thousands of years from the present, Ancient Egypt..._

En Sabah Nur wandered the desert, tears spilling down his grey skin. His mind was a whirlwind of emotions, the most prominent being sadness and anger.

"Why?" he whispered lowly, the howling winds whipping by him as sand flew through the air. "Why did they abandon me?! Just because I look different?!" En Sabah Nur's mutant powers started to go out of control, distorting the sandstorms around him. "I'll make them pay! They will all pay!"

"Do not worry, my child..." a voice said, clearly heard through the dusty winds.

En Sabah Nur whirled around, furiously wiping his tears and looking for the mysterious voice. "Who are you?!" At first, he thought that he was going crazy, but no. He _knew_ he heard the voice. He wasn't going crazy.

A hand was placed on his shoulder. He smacked the hand away, looking at who had touched him. His eyes widened upon seeing the figure. "Pharaoh Rama-Tut," he whispered, shocked at the person in front of him.

Pharaoh Rama-Tut had reddish skin, tanned from his time in the deserts of Egypt. The only pieces of clothing that he wore were brown sandals, and a simple loincloth. An Egyptian crown adorned his head, showing his position and power. White veins circulated his body. In his hand was a simple staff. His face showed a stern visage, evident by the stress marks across his face. And yet, he had a kind smile on his face.

"En Sabah Nur," the pharaoh simply said, smiling. "I have been looking for you for a long time, my child."

En Sabah Nur blinked, confused at the pharaoh's words. Yet, he didn't think much of it. He was still surprised that he was here. "W-What are you doing here?"

"I'm here to help you," Rama-Tut said, frowning. "I know of the... events that you experienced in Aqaba."

En Sabah Nur snarled, eyes alight with power and anger. Seeing this, Rama-Tut placed his hand on the boy's shoulders.

"There, there," the pharaoh comforted, before hugging the boy slightly. "It is alright."

En Sabah Nur was shocked at the actions of Rama-Tut, wondering why the pharaoh was comforting him. And yet, he didn't mind. He wrapped his arms around the older man, sobbing quietly.

As he was comforting the boy, Rama-Tut's eyes shone with cruel intent. "There, there..." he continued to comfort. Patting the boy on the back, he removed himself from the hug, he smiled warmly. "Come with me. I can show you that your 'curse' is nothing but a gift. I will protect you. Those Aqabans won't ever hurt you again, that I promise you."

Joyful that someone actually didn't treat him with disdain for his 'curse', En Sabah Nur nodded quickly, unaware of what was going on in the 'pharaoh's' mind.

 **XXX**

 _Current Present, Puerto Rico..._

Leonardo Sebastian ran. He ran as fast as his stubby, seven-year old legs could carry him. Normally, if he was running, he'd either be playing tag with one of his friends, or trying to play football. Now wasn't the case.

Oh, no. He was running for his life.

The reason? The mob of people running after him, carrying clubs, pitchforks, spades and knives.

"Damn monster!" "Die, freak!" "May God curse you, demon-spawn!" Were the shouts of the mob as they gained on the boy.

Now, one might wonder why a crowd of adults and some young children were chasing and trying to kill a seven-year old boy. And the answer is quite simple. At least, for the mob.

Leonardo was a mutant.

He found this out... quite painfully. It was just two days ago, he was considered 'normal' at the time.

 _Flashback_

 _Leonardo was playing football with his mates, Mateo, Samuel, Ricardo and Steven. His eyes were alight with childish excitement as he kicked the ball towards the goal that Steven was blocking. Steven slapped the ball away with his meaty hands, wincing as he did so._

 _"Aww, no fair!" Leonardo pouted, stomping his foot. So annoyed was he, that he didn't see the delayed slide-tackle from Samuel. Leonardo cried out as he fell, getting dirt on his clothes._

 _"Haha!" Mateo laughed along with Ricardo, as Samuel was grumbling about now being covered in dirt from his slide-tackle._

 _Leonardo looked up, tears prickling his eyes. He sniffled. "Shaddup!" he yelled, annoyed at being made fun of._

 _"What is it? The fourth time that you missed a shot," Steven taunted, walking up to the group. He grinned, his one of his front teeth missing. "All of us made the shot. You're the only one rubbish at the game!"_

 _"No, I'm not!" Leonardo shouted, annoyed at all the constant bullying from his friends. It was always like this. He always got picked on, and he knew it wasn't his fault. Steven was a good goalkeeper, despite his age. He usually watched his older brother play all the time with his team._

 _"Haha! So lame!" "He can't even make a decent shot!" "What a joke!" were the taunts that came from the boys._

 _Annoyed, Leonardo yelled, frustration building up in his body. "I'M NOT A JOKE!"_

 _While his shout wasn't very impressive - given his high-pitched voice - what followed afterwards was. The boys were suddenly pushed back by an invisible force. Each of them landed on their butts, wincing and crying as they did so._

 _Leonardo was confused, wondering how each of them fell back like that. He didn't push them. Did he?_

 _Their cockiness gone, each of the boys shakily got up. "Y-You pushed us! You used magic!" Mateo accused, pointing a stubby finger at Leonardo._

 _Frowning, Leonardo said, "There's no such thing as magic, stupid! And I didn't push you!"_

 _"Then what was that?" Steven pressed on, freaked out. He looked like he was about to cry._

 _"I-I don't know!" Leonardo answered, annoyed at being accused._

 _"D-Diablo!" Samuel suddenly shouted, pointing at Leonardo._

 _Seeing this, the boys joined in, their young minds following the suggestion. "Diablo! Diablo! Diablo!"_

 _"No, I-it's not true!" Leonardo yelled, now scared. There was no Diablo! No magic! He didn't push the boys! He didn't!_

 _He ran away to his house, the screams of the other boys following him._

 **XXX**

 _Leonardo ran home, tears spilling from his eyes. He banged on the door rapidly. A few seconds later, his father came to the door, alarmed at the state of his son._

 _"Leo, what's wrong?" his father asked, scooping his son into his arms and hugging him._

 _"The boys, t-they b-bullied m-me!" Leonardo managed to say through his sobs, soaking his father's shirt._

 _Frowning, his father brought him indoors, taking him to the living room. His mother sat there, worried._

 _"Eduardo, what is the matter?" his mother asked, standing up to look at their son._

 _Eduardo put his son down, looking at his wife. "Maria, he says that some boys were bullying him!"_

 _"Bullying?!" Turning to look at her son, she hugged him. "Do not worry, Leo. Those boys won't harm you again. Why did they bully you?"_

 _Before Leonardo could say anything, there was a rapid knock on the door. Confused, Eduardo walked to the door, his family behind him._

 _When he opened the door, he saw four parents standing at the door, Mateo, Steven, Samuel and Ricardo behind them. Eduardo frowned. "What is going on?"_

 _"My son says you're son used magic!" Matthew, the father of Steven, growled, arms crossed and glaring at the boy behind the door._

 _"What? Magic?" Eduardo had an angry frown across his face. "Are you joking, Matthew?"_

 _"It's true!" Samuel backed up his friend, pointing at Leonardo. "Diablo!"_

 _"Stop saying that!" Leonardo shouted, angry._

 _"Calm down," his mother tried to say, shielding her son. Looking at Samantha, the mother of Ricardo, she pleaded. "Samantha, please! You know my son, he's innocent!"_

 _"I am only listening to what my son has said," Samantha replied, frowning curiously at Leonardo._

 _"Mama, he's cursed! Demon!" Ricardo yelled, pointing at Leonardo. "He pushed us back with his magic!"_

 _As the other boys joined in and called him other names, the parents didn't do anything. Growling, Leonardo balled his fists. "I didn't do anything!"_

 _At that shout, another invisible force pushed the parents and children back, letting them land on their backs. Samuel hit his head on a nearby rock, falling unconscious. Mateo and Ricardo got scrapes and friction burns. Steven received the least amount of wounds, only a few scrapes. The parents received similar wounds._

 _Jaw dropped, Leonardo looked at the scene before him, stunned and horrified. "I-I..." he tried to say, but couldn't._

 _"L-Leo..." The boy looked around to see his parents staring at him in horror._

 _"I, I didn't mean to-" "D-Diablo." The word cut off Leonardo's speech, his mind trying to digest the word his father had called him. He saw his parents staring at him with fear and uncertainty._

 **XXX**

 _The next day, Leonardo was arguing with his parents. He kept on denying he did anything, and saying that he did not possess any magic. His parents - who believed him before - now accused him of the exact same things the boys did. When he pleaded for his mother to believe him, she slapped him across the face, stunning and wounding him._

 _Leonardo landed on the ground, slightly crying at the pain and shock at the fact that his mother_ hit _him! When he cried and weakly begged his mother to stop, she exploded. She shrieked at him, cursing him in Spanish and lamenting at the fact that her womb produced him. Leonardo kept on crying at the curses and words, pleading for his mother to stop._

 _This infuriated his mother, who advanced on him and started slapping and punching him. Leonardo could only cry, covering himself to protect his body from any more abuse. Each strike jarred his brain, breaking his skin. When it looked like he was about to pass out, his mother suddenly stopped. It took a few seconds for Leonardo to look over his arm, only for a slap to come his way._

 _This time, Leonardo was knocked unconscious, the pain too much for him._

 **XXX**

 _Leonardo awoke an hour later, blinking the spots out of his eyes. His stunned mind took a few minutes to collect himself. All he saw was white. He later realised that he was in a rucksack, the same rucksack that his parents used to collect food._

 _He screamed, trying to move out, but it was futile. He panicked, his sudden shortage of oxygen becoming apparent. He screamed and yelled and tried to kick, but he couldn't get out of the bag. He could only hear the muttered whispers of his parents, along with the rev of the engine._

 _Things escalated quickly after that. Leonardo was hyperventilating during the entire ride, worried he was going to suffocate. It was a miracle he was still alive. Suddenly, his world turned sideways as the sack he was in was pulled from the back of his family's car. He kept on kicking and screaming, but he only received several punches to the side for his actions. He eventually kept quiet, his whimpering gone silent._

 _His memory got fuzzy after that, likely due to the blunt force trauma to the head. He was yanked out of the rucksack, and tied to a wooden chair. His woozy brain finally managed to register the fact that he was in the old church in town, which was catered to by the local priest._

 _He looked around, seeing his parents sneering at him. He also saw his so-called friends standing there, putting up false masks of cockiness and anger. There were other adults there, all spitting at him and cursing him._

 _He finally managed to register the fact that the local priest was there, his black robes a contrast to his usual white ones. His grey hair moved with his shaking head, muttering under his breath. Taking a deep breath, he brought out a bible from his pocket and started reading from it._

 _Leonardo tried to speak and plead with the priest to stop, but he wasn't listening. In fact, the only thing the priest did was throw holy water at him. Leonardo coughed, getting some in his mouth as the prayers continued._

 _He panicked, feeling the holy water the priest kept on throwing at him, the sneers of his friends and the adults, the frowns and curses of his parents... It was too much! He had to get out of here! He had to!_

 _He wriggled and struggled, doing his best to break free. His desperation, his desire to be free and run away, came in the form of the familiar invisible movement, pushing the priest, the adults, and the children back. This also had the effect of breaking his bonds, the sheer force snapping them._

 _Leonardo didn't waste any time. He got out of the chair and ran, ran away from the church and the people, tears streaming down his cheeks._

 _End Flashback_

Now, he tried to run frantically, desperate to lose the approaching crowd. He saw the village border, and suddenly excitement filled him. He could run away, get far away. H-He could live on the streets, away from his parents! Anything to save him from-

A rock managed to trip him, halting his thoughts and making him eat dirt. Ice coated his veins, fear gripping his heart. _No, no, no, no, NO!_

"So," a voice said behind him, making him crawl over the dirt and see who had spoken. It was an elderly man, with a pitchfork in his hands. "No where to run, demon."

Eyes wide, Leonardo started to sob. "P-Please. S-Stop this," he begged. "I didn't do anything! Please! I-I didn't mean to!"

The audience paused at seeing this, doubt and guilt starting to creep into their features. Just as it seemed like they were about to listen to his words, a voice called out, "No!"

Someone stepped forward; that person being Maria, his mother.

Leonardo's heart was ripped in half, seeing his _mother_ the one who was denying his freedom. The relief from all this pain.

"I don't know what you're playing at, demon," Maria spat, fury and disgust written across her features, "but you're tricks won't work on us anymore! I can't believe I ever loved you, you who used your magic to bewitch us!"

Leonardo's tears kept falling at the heartless words. He couldn't handle this. He'd rather get hit and beaten up than hear those words spoken to him.

"Kill him!" Maria shouted, knife raised. The crowd followed afterwards, cheering.

The first weapon to pierce his skin was the knife from Maria. It sunk into his chest. Fortunately, or unfortunately if you look at it, it wasn't fatal. The crowd joined in, all of them joining in on torturing him.

What followed was absolute hell for Leonardo. He was punched, kicked, stabbed, smacked, and damaged further. Blood flew and soaked the ground. His tears and snot mixed with the crimson liquid, staining the ground and the weapons and limbs of the people attacking him. They cried out in joy, happy that the demon was being beaten to death.

Leonardo was in a new world of pain. Pleas didn't work, tears and begging didn't work. He... was going to die.

 _No,_ he weakly thought, his mind succumbing to the pain. _Leave me alone. Stop._

No one listened to his cries. Not God. Not the people. No one.

Weakly, his vocals damaged from his wounds, he yelled, "STOP!"

At that moment, the invisible force appeared again. Only this time, instead of pushing the people away, it pierced through them. Limbs were separated as blood flew. Bones broke, skin ripped, and body parts flying everywhere. It was like invisible swords started cutting into the crowd, killing them one by one quickly.

The massacre finished as quickly as it started. The aftermath was dead bodies lying in pools of blood. All of them were mutilated in different ways, from stabs wounds to big holes inside them. The most brutal was Maria, who was at the forefront of the assault. She was an unrecognisable corpse of flesh and blood. It looked like she was pierced and cut all over the place.

Leonardo witnessed all of this. All the deaths. All the carnage. All the fearful looks on their faces. They _seared_ into his brain, the images burning in his mind. He suddenly felt incredibly weak, exhausted from the events from the two days. The last thing he saw before he went unconscious was an floating purple being.

 **XXX**

En Sabah Nur, now dubbed Apocalypse, floated down to the ground, surveying the massacre before him. He didn't flinch or look away from the bloody and fleshy mess that littered the floor. He was only interested in the boy in front of him. He read the lingering surface thoughts of the boy, named Leonardo Sebastian.

 _So young, yet experiencing the same things I once faced,_ he mused sadly, looking at the boy. He smiled warmly. _Soon, my child. You will no longer be faced with these pathetic humans. You will be my heir. Perfection._

Scooping up the boy in his arms, Apocalypse teleported away. Leaving the bloody scene behind.

 **XXX**

 _Unknown laboratory, Lab-A1..._

Leonardo swam in the tank, hooked up to advanced Celestial technology. He was unconscious, but healed of all the damage that he had received from the mob. His mind was in turmoil, the images playing in his head even as he slept. He was fully naked, a breathing mask and tubes hooked up to his body.

Observing the boy was Apocalypse and Kang the Conqueror, the latter holding several vials of blood and liquid, and a containment box. The two were silent, still looking at the boy. Finally, Apocalypse spoke. "You are sure that my heir will not die during this process?"

"Positive," Kang nodded, looking at the boy with a gleam in his eyes. "The Beyonder showed me the potential the boy has. On his own, he is a force to be reckoned with. After this..." Kang chuckled, imagining the power that he would wield. "He'll be unstoppable. The perfect being."

Apocalypse nodded, also eyeing the boy with greed in his eyes. "Perfect..." He looked to Kang. "Begin the process. My technology will aid in the recovery and processing of the blood present."

Nodding, Kang brought out the vials in his hands and pushed them into different slots, connected to a machine that linked to Leonardo. Each vial had different names on them, though some had initials: F.R., W.M., L., J.H., F. Followed with that, he placed two distinct vials of chemicals inside the slots of the tubes. One was labelled 'Combat Chameleon Serum', while the other was simply labelled 'Sentry Formula'. Finally, Kang placed the liquid metal, which he discovered was dubbed 'Proto-Adamantium' in the tubes hooked up to Leonardo.

The time-traveller looked to Apocalypse, who simply commanded, "Begin gene-splicing."

The tubes of blood, chemicals and mystery metal flowed through the machine and into the tubes hooked up to the boy. As soon as they entered the boy, he started thrashing about, as if being electrocuted. His eyes snapped open, now pure white as Leonardo screamed. His body started to morph slightly, going from skinny, to muscular to lanky. His head twitched, like he was having a seizure.

Pain was all that he experienced as he cried, tears of pain mixing with the water in the tube. He was experiencing more pain than he had with the mob that attacked him. It hurt! It hurt so much! It was like he was lit on fire from the inside, dropped in a bath of acid, and had each of his organs ripped out.

Leonardo's mind went blank from the pain, going unconscious again even as his body morphed rapidly to accept the added blood, chemicals and metal bonded it to him. Just as it looked like it was about to die, something happened.

Leonardo had no idea of his mutant powers, nor was he even aware that he had the X-gene. However, both Kang and Apocalypse had no idea of his full powers. The Beyonder only told them that his power was adaptation and evolution-processing. What he _didn't_ tell them was that he had another power: energy manipulation. This was the power that allowed him to push back the boys in the football field, and what allowed him to kill the chasing mob. However, this power was severely underdeveloped and untrained, and as such, could not do much without training. But now that it was amped-up with the blood of powerful mutants and beings, as well as the advanced and powerful chemicals now adapting inside his body?

Both Apocalypse and Kang only had a few seconds before they were hit with a gigantic explosion of pure energy and power. Leonardo screamed as his eyes flashed from blue, to red, to gold, and then to white. This process continued before the colours mixed in a kaleidoscope of colours. He roared, the explosion increasing in power as all of the built up power was released.

The laboratory that he was held in was destroyed in the following explosion. Not only that, but the surroundings were also obliterated. Wildlife, animals, earth, were all destroyed.

Meanwhile, in New York, people screamed as the explosion was released into the air, deafening them. The clouds cleared and parted as every bird in the vicinity and nearby died instantly, annihilated by the explosion of power.

Buildings shook and shattered, collapsing and killing numerous people. TVs went static before being shattered. The oceans shook and rumbled, causing boats to fly up from the seas and land directly into the ocean, killing sailors and cruisers.

Up flying in the air, the massive black floating object known as the S.H.I.E.L.D Helicarrier shook and tumbled, nearly tumbling below. Aboard, an African-American in a black trenchcoat and dark clothes and an eyepatch on his eye was barking orders to nearby men and women. "Somebody investigate what the hell is going on! Hill, I want surveillance on the nearest epicentres of each earthquake! Run damage control on each and every nearby civilian. Now!"

Inside the house labelled 'The Xavier Institute for Gifted Children', a bald man screamed in pain, quickly removing a metal helmet on his head as it sparked and fizzed, before exploding. He yelled in pain as blood dripped from his nose and eyes, the sudden psionic energy off the charts!

"Professor!" a beautiful African-American with long white hair yelled, running to tend to the bald man, a hairy, short man following behind her.

In a small neighbourhood, a young red-headed girl cried out in pain as blood dripped from her mouth, nose and ears and collapsed, not hearing her parents cry out to her. In the recess of her mind, a fiery and powerful entity that came in the shape of a phoenix screeched, looking as if it had surprise written across its features. As well as... fear.

In space, rips and tears in the fabric of reality were formed, threatening to destroy the nearby planets. The space-time continuum looked as if it was going to collapse.

The explosion of power looked like it was going to continue, until suddenly, it halted. It was as if time itself had paused. Then, the explosion vanished, disappeared instantly. The tears in reality closed, the earthquakes stopped, buildings stopped shaking. The Earth itself looked as if peace suddenly washed over it.

In the unknown and now non-existent laboratory, Leonardo floated there. The tank and tubes connected to him had been destroyed. He hung, suspended in the air with his head bowed, and eyes closed. All the wounds from the tubes injected into him healed instantaneously in a matter of milliseconds.

He continued to hang there for a minute. Two minutes. Three minutes. Finally, he snapped his head open, opening his eyes. His eyes glowed with the kaleidoscope of white, blue, red and gold. Leonardo didn't say anything for a moment, before his eyes settled on blue. Suddenly, he disappeared, space distorting slightly.

 **XXX**

 _Years later, Antarctica, Unclaimed Territory..._

Thing were progressing quite well in Magneto's opinion.

Xavier remained occupied with Mystique's Brotherhood, leaving him unable to hinder the Acolytes missions. It also left Magneto free to focus on his greatest undertaking. Asteroid M would be the haven from which he and the chosen could guide mutantkind to their bright future.

Of course, things had not been easy even without Xavier's interference. Getting the more mundane equipment and materials had been tricky. Then there were the classified prototypes that generated atmosphere, gravity, and a stealth field. Which was a humongous task to achieve.

But by far, the most challenging part of Asteroid M were the needed calculations. The easiest of these being the velocity and vector needed to insert Asteroid M into a stable orbit. The complexity only rose from there, with a hundred other details complicating things further.

As his latest simulation ended in yet another failure, Magneto swore in disgust. The tiniest flaw in these calculations would invite an ecological disaster of unforeseeable proportions. Which Magneto could not allow, if his people were to inherit the earth then it needed to be able to support them.

Resetting the simulation parameters, Magneto revisited the idea of bringing in an outside consultant. His normal consultant, Mister Sinister, was more of a geneticist than a physicist. Thaddeus Sivana Sr. could have been a viable choice if he did not make the devil appear trustworthy. Then there was A.I.M, the jack of all trades in the black market sciences.

His communication suite hummed to life, signifying someone had entered it. Turning around, Magneto's eyes lit up in recognition. "Mystique," he greeted the blue-skinned shapeshifter.

Mystique's lips twitched. "Erik. I hope all goes well."

"One can hope," he responded dryly. "Has there been any development with your Brotherhood?"

Mystique scowled, shaking her head in disgust. Her red hair bobbed with the action. "Hardly. Toad is nothing but a lazy, incompetent fool. Lance is arrogant and doesn't take corrections, and that's not even covering Pietro's file."

Magneto scowled at hearing the mention of his son. "What of him?"

"He's too cocky," Mystique summarised, frowning. "Hotheaded, short-tempered, flies off the handle too much, and plenty more that I'd rather not spend time listing."

Magneto snarled, annoyed. Then he calmed down, trying to relax. "This is unacceptable. That naïve fool, Xavier, is already filling his school with more children, and filling their head with utter rubbish. I refuse to allow him to best me, due to the utter incompetence of several teenage boys." Sighing, he mentally went over several ideas, finding one particularly useful. "It looks like we'll have to do some recruiting. We need to guide our brothers and sisters to the right cause."

"And where exactly are we going to find them?" Mystique queried, an eyebrow raised.

"I think I have a solution," a voice said. Magneto and Mystique turned quickly, seeing a person standing in the suite. Mystique's hand went to her handgun, while Magneto narrowed his eyes.

The unknown person was a tall young man who looked to be sixteen. He had an incredibly handsome face, with chiselled cheekbones and smooth skin, which spoke of Spanish descent. His long black hair reached his shoulders, tousled near the end. He also wore a white T-shirt with a leather jacket over it. This, however, did nothing to hide his incredible physique. His muscles were toned and strong, almost looking as if they were going to break his clothes. It looked even more impressive than any Olympian athlete, even under those clothes. Ripped jeans adorned his legs, along with red Converse hi-tops.

Despite his appearance, he seemed calm. Almost too calm. As if there was nothing in the world that could bring him down or challenge him. What showcased this were his eyes. They were a warm brown, and yet screamed of absolute power and coldness. They had a dark tint to them, as if he had experienced great horrors and tragedies.

"Who are you?" Magneto immediately asked, using the surrounding metal to wrap itself around the unknown teen. And yet, just as the metal reached him, it fell as if it was wet paper. Shocked, Magneto tried to manipulate it, but found that he couldn't.

Mystique looked as if she was about to fire her gun, but it suddenly turned to dust in her hands. Shocked, Mystique lowered her hands, fearful.

The teen smiled, showing his perfect white teeth. "My name is Leonardo Sebastian. I heard that you needed a recruit."

 **Done. Whoo, am I glad I managed to write this down.**

 **So, if you didn't already know, this fic idea was offered to me by a Guest reviewer (think he goes by Marvel fan, now), which I managed to put down.**

 **This is the prologue chapter, so next chapter will seem different and more displaced than this one. To help you guys, I'll answer some obvious questions:**

 **1) The Beyonder has interfered, and recruited Kang the Conqueror and Apocalypse to produce this 'perfect being'. My OC named Leonardo Sebastian. Why? Because he was bored. Plus, this is well within his power.**

 **2) Leonardo's mutant abilities are as follows:**

 **Energy Manipulation - this is one of Leo's original mutant abilities. He can absorb, direct and manipulate energy, both in its purest form, and other forms of energy. This can be used in the form of concussive blasts, energy projectiles, energy shields, and energy limbs. It originally starts out as invisible energy limbs, like Lucy's/Kaede's vectors from Elfen Lied. These 'limbs' can cut, punch and tear through solid material. The only downside to them is that if Leo wants to put more power in them, they become more visible and easier to dodge. The speed and power also depends on Leo's concentration. When fully mastered, this would make him Omega-Level, possibly even beyond.**

 **Matter Manipulation - [Locked]. [Self-Explanatory]. A by-product of his manipulation of energy.**

 **Telepathy - [Self-Explanatory].**

 **Telekinesis -** **[Self-Explanatory]**

 **Teleportation -** **[Self-Explanatory]**

 **Precognition - [Locked].** **[Self-Explanatory]**

 **Astral Projection -** **[Self-Explanatory]**

 **Pocket Dimension Creation - [Locked].** **[Self-Explanatory]**

 **Reality Warping - [Limited].** **[Self-Explanatory]**

 **Hex Powers and Chaos Magic -** **[Self-Explanatory]**

 **Adaptation and Evolution-Processing - Leo can adapt to any surroundings, environment, and mental processing. His evolution-processing is an ability in which he can ingest or drink a person's blood to gain their powers/X-gene and potentially enhance them. Similar to Rogue's power, only he can keep the powers indefinitely. The only downside is that he needs to ingest the person's blood.**

 **Psychometry and Good Luck Probability Manipulation -** **[Self-Explanatory]**

 **Healing Factor -** **[Self-Explanatory].**

 **Proto-Adamantium Bone Claws -** **[Self-Explanatory]**

 **High Talent for Technology/Machines - [Self-Explanatory]**

 **Super Strength**

 **Super Speed**

 **Super Agility**

 **Superhuman/Enhanced Relflexes**

 **Intangibility**

 **Nigh-Invulnerability**

 **Ressurection**

 **Healing others.**

 **Photographic Memory**

 **Photographic Reflexes.**

 **3) Leo will start out as a villain first, since he's joining Magneto, but will eventually become an anti-hero.**

 **4) Leo's also messed up and very unstable and insane. Like, mix Deadpool's insanity, Carnage's depravity, and a mind touched by the Darkhold. If any of you get House of M vibes, good. You're notified.**

 **5) Harem is as follows:**

 **Jean Grey/Marvel Girl/Phoenix, Emma Frost/White Queen, Anne Marie/Rogue, Betsy Braddock/Psylocke, Laura Kinney/X-23, Wanda Maximoff/Scarlet Witch, Ororo Munroe/Storm, Selene Gallio, Susan Storm/Invisible Woman, Carol Danvers/Ms. Marvel/Captain Marvel, Felicia Hardy/Black Cat, Jennifer Walters/She-Hulk, Natasha Romanoff/Black Widow, Amora/The Enchantress, Mystique, and Jessica Drew/Spider Woman. None of these girls are being removed. One or two more may be added, but that's it.**

 **6) The story will start off from the X-Men Evolution show, and continue onwards.**

 **Well, that's it. I'm posting the chapters one by one, so I won't respond to reviews for the first few chapters.**

 **Read and Review!**


	2. Chapter 2

**Chapter 2:**

 _Bayville, NY - Abandoned Iron Works Factory..._

Jean Grey stared at the table before her, almost wanting to slap herself for not thinking things through.

As much as she hated to admit it, Jean had to concede that in hindsight she had been too zealous in reaching out to Fred. Still, at least she had tried. That was the point of the X-men, to reach out to other mutants and show them that no matter how hopeless or isolated they felt, there were not alone no matter how it might seem. Jean let out a huff of exasperation. She had had enough of the self-recrimination. She could sit here and wait to be rescued or she could free herself.

Unfortunately while she possessed two powerful gifts, both required a great deal of concentration. Something in short supply thanks to the throbbing in her head. The pain was so bad that it had taken an arduous amount of effort to reach the Professor for just a few minutes.

Still, she gathered as much focus as she could and reached out with her telekinesis. At first she traced the contours of the copper piper holding her in place, forming a mental image and then grinding her teeth seized one end and started to exert her will. For a moment she thought it would succeed but the pressure her head proved too much and with a sharp exhale, Jean slumped against her bindings.

The pain had eased somewhat and Jean scowled in frustration. Why couldn't Fred have used rope or wire? Gathering a second wind, Jean prepared to try again, only for heavy footsteps to distract her. Looking at the door, she hoped that whatever Fred was up to out there it would keep him busy long enough for her to get free. The door opened a minute later dashing her hope, allowing an extremely overweight teen to squeeze through.

Fred 'Blob' Dukes paused, and then lumbered toward her with a grin. Jean had seen him grin before, but something about this particular grin worried her. Not because of how eager it made him look, but rather the desperate longing lurking behind it. It raised an instinctive urge to lash out at him, but she fought the impulse down though she remained on edge.

"This is gonna be the best night you've ever had," Fred said, grinning like a fool and moving toward her while brandishing a napkin "Dinner, dancing–"

"Fred this is all wrong," Jean interrupted, struggling to keep her voice calm. "You can't force someone to like you."

"Why not?" Fred asked with honest confusion, placing the napkin in Jean's lap, making her skin crawl. Stepping back he flexed his muscles. "I'm stronger than everyone."

"Being nice usually works better." Jean said, trying to reason with him.

Fred was like an abused child. He had found positive attention and he wanted to keep it all for himself. He had not done anything completely unforgivable yet, all she had to do was keep him from crossing that line. Then she saw his reaction to her statement, and her stomach plummeted - Fred had frowned as if trying to understand what she meant, his eyes staring at nothing for several long seconds before his face blossomed into a another grin.

"Oh yeah!" Fred exclaimed with abrupt cheerfulness. "I just remembered. I've got a surprise for you!" The large mutant walked back to the door, leaving Jean alone.

Jean grunted, casting her eyes around for something to use and buy some time.

 **XXX**

Fred had never believed he would be on a date with a girl like Jean.

His mom had waited just long enough to name him before she left. Then when his dad was not 'beating sense into his retarded fat ass', Fred had dealt with a gang of sadistic bullies while growing up. Needless to say, when his powers kicked in he had got the hell out of town. But only after he put his dad through several walls and ensured the gang would be eating through straws for a long time.

So to be dating a girl like Jean, after such miserable beginnings, it blew his mind. Of course, he still had to win her over completely. This was why he was double checking the stolen record player. Satisfied with the record player, he tucked it under arm, heading back to a waiting Jean.

At least until a loud grating sound filled the warehouse, drawing his attention. Frowning he looked around before lumbering toward the double doors of the warehouse. He had only taken two steps when the doors exploded inward. Fred stumbled back in shock, dropping the record player as he did.

Before he could recover something slammed into him, hammering his face with punches. He stumbled even further, but recovered soon enough and grabbed his attacker. With an angry shout, he tossed them over head and turned to get a better look at his attacker. It turned out that his attacker was short and wearing an orange and black uniform.

"Who are you?" he asked, annoyed.

"Name's Wolverine," the man growled. "Now, you going to let the girl go, or am I going to have to make a point?"

"Ha! You think you can do anything to me?" Fred taunted.

Wolverine responded by lunging at him, and Fred sidestepped the charge, backhanding Wolverine away. The smaller man tumbled across the floor as Fred grabbed a heavy piece of machinery, the metal screeching as he ripped it free of its bolts. Lifting it over head he turned back and hurled it at his dazed attacker.

It hit the ground before it tumbled across the floor, turning Wolverine into a supposed messy smear. Smirking, Fred dusted his hands off and prepared to resume his date - until his attacker leapt over the machinery, metal claws flashing as he landed in a crouch.

Completely bewildered, Fred could only stare as Wolverine jumped at him, claws aimed at his face.

Fred yelled out in surprise, just managing to catch Wolverine by the wrists, only to receive several furious kicks to the face and chest as he held him aloft. Growling with increasing frustration, Fred tightened his grip and pulled Wolverine's arms wide only to receive a double foot stomp to the face.

Roaring, Fred swung around, dislodging his feet before belly flopping, pinning Wolverine beneath him.

"Can't... breathe...," Wolverine choked out, trying to free himself.

"Yeah? Well, you shouldn't try and take my girlfriend!" Fred shouted, before bouncing on top of the man, smashing his head into the concrete floor with a sickening crunch.

Wolverine continued to struggle for another minute before finally going slack. Fred waited a moment to make sure that Wolverine was not going to get back up, and then laboriously got back to his feet. Satisfied, he started to turn away, only to stop as he spotted someone standing in the now ruined doorway.

Fred frowned at the powerfully-built teen wearing street clothes and had black tousled hair. His face looked to be of Spanish descent.

"Who are you?" Fred asked.

"Leo," was all the teen said.

"Okay," Fred said, frown deepening. "What are you doing here?"

"A client of mine wants you to join our cause," Leo said simply. "We could use someone with your abilities."

Fred looked confused, before scoffing. "Yeah, right. Like I'm going to join some stupid group."

"Not even if this group are mutants like you?" Fred blinked at that. "You can join us, you know. Get back at all those humans who put you down, who took your childhood away from you." Leo held his hand out. "Join us, Fred. Among us, you'll find brothers. Family who won't abandon you like your mother, or mistreat you like your father."

Fred's mind imagined it all, not even registering the fact that this guy knew about his life, something that he never told anyone about.

"But..." He turned backwards, before looking at Leo. "I need to continue my date."

Sighing, Leo closed his eyes, face scrunched up in irritation. "I don't have time for this." And then he moved, disappeared from Fred's eyes. He could only register something heavy hitting the back of his head, before he passed out, unconscious.

Leo sighed, looking at the kid before him. "Pathetic." He picked Fred up with one hand, before looking behind him. At the red-haired girl tied up on the chair. He face was scrunched up in concentration, trying to loosen her binds.

He walked over towards her, still carrying Fred. Looking at the large shadow over her, Jean looked up, shocked. She blushed, looking at the handsome teen before her.

Leo continued to look at her blankly. Finally, her bindings fell away instantly, with no effort. Jean gasped, looking at her now free hands, then back at Leo. "Y-You're a mutant?"

"Yes," Leo answered. "Fred won't bother you again, don't worry."

While Jean was relieved, she was unnerved by the emotionless look in Leo's eyes. Not only that, but he had a dangerous air around him. "Who are you?"

"No one special," was all he said, before he disappeared. Jean blinked, wondering if it was her eyes playing tricks on her.

 **XXX**

 _Abandoned Warehouse..._

Leo dropped Fred as soon as he teleported, the large mutant landing with a thud as he dented the ground.

"That was quick," a voice commented. Leo looked up to see Mystique walking towards him, wearing casual clothes: jeans and a blouse. Her golden eyes peered into his brown ones. "I expected at least some resistance."

"Even if there was, he still couldn't stop me," Leo said simply.

"So, I take it that he agreed?" Mystique asked, unnerved a little at Leo's attitude. If she was honest with herself, he scared her. On the one hand, he didn't act like any of their recruits; arrogant, incompetent, and actually completed each task with excellent efficiency. However, he didn't say much, didn't converse with the others, and had a darkness to his eyes that frankly worried her.

Sure, she had a darkness to her, many mutants did due to their pasts of being mistreated or neglected. However, Leo had a gleam of insanity in his eyes, something that Mystique didn't like. That made him unpredictable and unaccountable.

"Yes and no," Leo answered. At Mystique's questioning look, he elaborated. "When I gave the whole spiel to him, he looked like he was on board. But his eagerness for a girl distracted him."

"So, you didn't get him to agree," she summarised, annoyed.

"It's not like it's a problem," Leo said, looking at the unconscious Fred. "I could just manipulate his mind, make him more compliant." He said this like he was talking about the weather. "What does Magneto want?"

"He wants you to attend Bayville High, scout out Xavier's X-men," Mystique said. "With your powers, you could easily find out each of their weaknesses, attitudes, etc."

"That's not what we agreed on," Leo said, frowning. "I asked him specifically when we were going to move on to the _humans._ " He said the word 'humans' with venom. Mystique herself flinched at the word herself. "If we were going to kill them, attack settlements, guerrilla tactics, anything."

"That's not-" "I don't care if we're laying low," Leo interrupted, having already read her mind and knew what she was going to say. "With my powers, I could snap my fingers and kill them myself. The only reason I don't is that I want to personally kill them with my own hands, see their own deaths with my two eyes." Leo smiled widely, eyes shining. "I'll wipe them all _out."_

Mystique visibly shivered, repulsed by his actions. Sure, she wasn't fond of homo-sapiens, and would have no problem killing them if need be, but even she wan't willing to commit senseless genocide.

"However," Leo said, his insane gleam disappearing, "I will attend Bayville High, only to see how these X-men work. Tell the others, so that they're not surprised, or interfere with my plans."

With that, Leo teleported again, leaving Mystique to release the breath that she was holding. "I think that Magneto made a mistake, she muttered to herself.

 **XXX**

 _Next Day, Bayville, New York, Bayville High School..._

Leonardo Sebastian walked down through the halls of Bayville High School with calm and assured confidence, as if he was too good for the school. He had actually never been to a proper school - he didn't deem it necessary - but he had studied many subjects - from Mathematics, Physics, Human Biology, Chemistry, Engineering and Robotics. All at levels far beyond high school. Really, the fact that he was even attending school itself - where human teenagers walked through, conversing physically and mentally about their useless lives - was enough to make him want to erase it.

He withheld his motion, however, knowing that this was part of the plan. He passed by a gushing group of girls, who he barely spared a glance at.

He had gone for a far more simple look; a black T-shirt with some band on it, along with navy jeans and grey and black sneakers. Something he didn't often wear, but worked for now.

He walked to his first class; Honours Physical Science. He ignored the talking teacher, who welcomed him to the class; he wasn't interested in his words. What he _was_ interested in was the girl sitting at the desk-lab table closest to the closed window. The red-haired girl from yesterday. It was only when the teacher finished talking that she looked up, only to freeze in surprise.

Leo withheld a smirk as he mentally convinced the man to make him sit beside the girl; Jean. He walked slowly, taking in the growing surprise on the girl's face as he approached, probably due to the fact that she couldn't read his mind. He arrived at the desk, still looking at Jean.

"Hello," was all he said.

"H-Hi," she greeted with a nervous smile.

"I'm Leonardo Sebastian. A pleasure to meet you."

"Jean Grey."

At that, he nodded, taking a seat beside her. Her eyes continued to scrunch up in confusion as she kept on looking at him. He rolled his eyes at her obviousness.

 _If you wanted to read my mind,_ he telepathically said to her, getting her eyes to become wide, _be less obvious about it._

 _H-How... You're a telepath?!_ she asked in her mind.

Leo took a peek at her mind, only to scoff as he encountered her pathetic mental walls. Honestly, they might as well not have been there, with how weak they were. He knew that he was an immensely powerful telepath thanks to the blood of Franklin Richards, so it wasn't really fair on the girl. Still, the point still stood. _Yes. Never met another telepath?_

 _N-No._ As the two mentally conversed, Leo smirked as he received the information that he needed from Jean's mind. Too easy.

 **XXX**

Walking through the sea of teenagers at the cafeteria, Leo mentally restrained himself from annihilating every single one of them. Just brushing against them was enough to make his skin crawl. But he reminded himself of the plan, so he withheld himself. Again.

Dozens of eyes followed him as he passed. Some belonging to guys who felt inferior and threatened by the mutant. Most belonged to gushing girls with a predatory glint in them.

He finally found an empty table in the corner. He was glad that the Brotherhood hadn't interacted with him. They knew of his behaviour, so they knew that he didn't want to talk to them. Sure, he had no problem with any of them, but he hadn't had contact with human or mutant for years. Well, except for his _activities._

Leo could feel the eyes of several teens on him that felt different to the others as he ate. He rolled his eyes, knowing that it was the X-men. He met the eyes of Jean, giving a simple smirk. He knew that she had already told her friends about his telepathy, but he wasn't worried. They had no way of knowing of all of his powers, so he still had the element of surprise. And even if they did, it wouldn't help them.

Jean bit her lip in frustration as she looked at Leo from where they sat at the back. She was unnerved by him. She couldn't get anything from his mind. It was like staring at a bottomless pit, supposedly empty and no way out. That both intrigued and worried her. Intrigued, because she had only seen Professor Xavier with that kind of prowess in telepathy. She wondered how he could do that, and if there was way for her to learn it. Worried, because she didn't know his motives. He had to know of the X-men; she could tell that he was vastly stronger than her in telepathy, so he could've scanned her mind easily. Was he with the Brotherhood?

"Jean," Scott said from across her, getting her attention. "You're staring."

She flushed at having been caught like that.

"Hey, like, ease up on her, Scott," Kitty said to him, following Jean's gaze and sighed dreamily. "He's a hunk."

Kurt scoffed, wearing his watch that altered his appearance. "Please. He is not that good-looking." He spoke with a German accent. **(A.N. - I can't write how a person with a German accent speaks. Seriously, I've tried before, and I can't. Maybe later on in the story, I will, but for now, just imagine him speaking with an accent).** He gave Kitty a flirty look, wiggling his eyebrows. "Certainly not as good as me."

Kitty rolled her eyes. "Ugh. Like, back off already."

Kurt's shoulders slumped. Scott looked at Leo this time. "So, he's a telepath?"

Jean nodded, frowning. "Yeah. A really powerful one. I couldn't read his mind at all, and I'm pretty sure that he skimmed through mine."

"That's not good," Scott concluded, a worried look on his face as his sunglasses glinted. "He probably knows about the X-men and where we live. You think he's with the Brotherhood?"

"We haven't seen him talk to any of them," Kurt said, finally getting over his depression. "Much less look at them. Maybe he's just realised his powers and is trying to live his life?"

Jean shook her head. "No way. He's way too advanced to have just realised his powers instantly. He must've trained them for a long time."

"So, what do we do?" Kitty asked. The others looked at each other, unsure as to how to proceed.

 **XXX**

 _Bayville, New York - Xavier Institute for Gifted Children..._

Jean pinched the bridge of her nose and sighed. Taking several deep breaths she resumed her paper on 'Mitosis and Meiosis'. Or at least, she tried to, but for some reason Jean drew a blank on what to write.

No, she knew the reason. Leonardo Sebastian.

Since she met him, he was all she could think about. How was it that he suddenly walked into school, aware that he was a mutant and not allied with anyone? Many mutants looked worried whenever they were around large settlements, worrying if their powers would spiral out of control, and they'd be found out.

Leonardo was the opposite. He practically oozed confidence, to the point that it was almost admirable. He knew he was a mutant, and yet wasn't worried at having to suppress his mutant powers. In fact, Jean had the feeling that he wouldn't care if he _was_ found out.

She wondered how he had such mastery over his mutant powers. So far, she knew that he had telepathy and, supposedly, telekinesis. Just like her. It felt weird, but Jean wanted talk to him, ask for tips on how he had honed his powers so well. It didn't help that he was very attractive- no, stop. She already had a boyfriend. She shouldn't be thinking about Leo like that.

Tossing her pen down, she retrieved her text book and began reading. After twenty minutes, Jean realised that she had read the same paragraph a dozen times. Jean slammed her book shut and leaned away from the table in the mansion's library.

Standing, the red head paced the empty library. Passing by the open door, Jean could hear the sounds of the action movie from the living room.

For a moment Jean considered joining Scott and Kurt but didn't, she needed to finish her paper and besides, if finished her paper soon she could always join them. Even better, she could talk Scott into watching a movie she actually wanted to see.

Closing the door she returned to her table and reopened her book.

 _Jean?_

Jean grumbled in frustration as the Professor broke into her thoughts.

 _Yes Professor?_ Jean responded, suppressing her urge to rant.

 _May I speak with you for a moment?_

 _Of course, just give me a minute._

Shoving her notebook and text book into her backpack, Jean left the library, trying to keep calm. This had to have had something to do with Ororo's absence. Seeing Scott heading for the Professor's office as well only served to strengthen her suspicions.

They talked for a bit along the way before they reached the Professor's office.

"Jean, Scott," Professor Xavier greeted as they entered. "I suppose you have some idea of why I've called you here?"

"You want us to go meet with a new student," Scott guessed.

"Well, potentially." Xavier looked towards Jean knowingly. "This 'Leonardo Sebastian'."

Jean frowned. "I'm not sure he wants to join the X-men."

"And why is that?" Xavier asked Jean curiously.

"He just..." Jean hesitated for a moment, before continuing. "He doesn't seem like the type. He's well-versed in his telepathy, so I don't think he would even come to try to hone his abilities. As well as that, he just doesn't seem the type to follow somebody."

"I see," Xavier said, but was thinking of something else. _Has Erik managed to recruit him? If so, then I fear the actions that follow. Leonardo could very well be the cause of D-Day, nine years ago._ **(A.N. - D-Day stands for Desolation Day, when Leo got super-powered)**.

"Well, let's focus on another possible recruit," Xavier said, pushing his current thoughts aside. "The young man in question is Evan Daniels, Miss Monroe's nephew."

"Er, why? I mean shouldn't Miss Monroe be able to handle this? I mean... well, he's her nephew and she's got plenty of experience," Scott said confused.

"Is it because we're closer to his age?" Jean asked.

"That is a factor, yes."

"But there's more to it than just that, isn't there," Scott said, frowning.

"Indeed. While Evan is aware of his powers and of the Institute, he refuses to attend. Apparently he still believes himself capable of handling his powers without outside help. Despite evidence to the contrary."

"What do you mean 'still'?" Scott asked.

"When his mutant abilities first manifested, they were minor," Xavier explained. "It was felt by Ororo and her sister that it would be safe to allow him to remain at home." Professor Xavier explained. "However as you both know, mutant abilities grow in strength as the body matures."

"What exactly is Evan's mutation?" Jean asked, wondering if it was weather-related in some way.

"The technical term would be 'Self-Replicating Exoskeleton'. Essentially, Evan can grow incredibly dense bone spikes. Bone spikes that he can not only vary the size of but also extend, retract and discharge from any point on his body."

"He must also possess a healing factor of some kind." Jean mused, frowning.

"An easy enough supposition. His body instantaneously heals from the wounds created during the use of his powers. The extent of this healing is far from being on the level of Logan's, but it is still present. He also posses a hyper-accelerated metabolism."

"Yeesh. At this rate I think me and Jean are the only without a healing factor or accelerated metabolism," Scott muttered.

"Some days, such as when I receive our food bill, I doubt even that," Professor Xavier responded with an amused chuckle.

"So when do you want us to leave?" Jean asked, chuckling as well.

"I promised Ororo that you would be there in the morning." Professor Xavier said. "Normally I would hesitate to ask you to miss school, but Evan is family and we are coming up on a weekend."

"Got it," Scott nodded.

 **XXX**

 _Bayville, New York - Bayville High School..._

Leo closed the door of his locker, his boredom not being relieved in the slightest. The amusement that he had felt coming here was quickly disappearing.

"Hey, you," a voice called.

Leo's eye twitched. _Don't kill him, don't kill him, don't kill him..._ He sighed, turning around to look at who called him. He saw that it was a guy with a strong build and obvious jock-like features. _What was his name? David? Daniel?_

"Hey, I'm talking to you!"

"And I'm trying to ignore you, what's your point?" Leo snapped back, already annoyed.

Sneering, the jock stepped up to him, trying to intimidate him with his size. Which failed, since Leo was taller than him by a couple of inches. Leo actually laughed at, amused.

"What's so funny?" the jock asked, annoyed at being made fun of.

"The fact that you think that you can intimidate me," Leo elaborated, a smile on his face. He hadn't laughed like that in a long while. "So let's cut to the chase: what do you want?"

"I saw you talking to my girl the other day," David (Leo decided on David. Seemed right.) explained, now red-faced.

"And that girl is..." Leo said, still amused. Okay, maybe he wouldn't kill him. He was too funny.

"Jean!" David yelled, drawing attention to them.

"Oh... Wow, she must have _really_ low standards," Leo said, smirking.

"You wanna go?!" David threatened, pulling his shirt up to flex his muscles, an obvious attempt to intimidate him, which again failed.

"Oh? See that would be intimidating if you were... well, intimidating," Leo chuckled.

David growled. "You mocking me?!"

"Oh no, no..." Leo said, before breaking out into more laughter. "Yeah."

Roaring, David took a swing at Leo, who stood there grinning. Once David's fist connected with his face, it promptly cracked, the sound ringing through the air.

"AAAAH!" David yelled, holding his left hand in pain. This made Leo laugh even harder.

"Oh, God, stop! Please!" Leo laughed, almost falling over. There were tears in his eyes.

"Fuck you!" David roared, going for a punch with his right hand to Leo's gut... and promptly got it shattered again. "Son of a bitch!" David yelled, tears in his eyes from the pain.

"HAHAHAHA! I'm going to pee! S-Stop it!" Leo leaned against his locker, laughing so hard that he cried even more. The students watching also joined in, amused at how the resident school jock got humiliated. By himself, even.

Leo finally walked away, leaving David to cry a little at having both of his hands busted.

 **XXX**

Leo walked out of his class, finished his Particle Physics work. He had to admit, despite hating the teacher automatically, he was at least good at him job.

"Leo!" Leo blinked at someone yelling his name. Turning around, he saw Jean stomp towards him, eyes narrowed.

 _I'm guessing this is about earlier,_ Leo thought, looking at the girl with a smile. "Jean. How are you today?"

"Why did you have a fight with Duncan?" Jean asked, frowning.

"So _that's_ his name," Leo commented absently, chuckling. "I'll try and remember that next time."

"You didn't answer my question," Jean said, hands on her hips. "Why did you fight him?"

"A fight implies that both parties had an equal chance of winning, as well as two sides confronting each other," Leo explained, smiling still. " _I_ didn't do anything. Duncan tried to attack me, thinking that I was interested in you because we talked when I came here."

"That's..." Jean lost her anger at Leo, replacing it slightly for Duncan. "Ridiculous!"

"I thought it was funny," Leo shrugged. "I'm not interested in you. Although..." Leaning forward, Leo looked at Jean, who blushed and tried to step back. "... that can change if you want."

"N-No," Jean denied, still blushing. "I'm not. I have a boyfriend."

Smirking, Leo walked forward, making Jean walk backwards until her back hit the lockers. "That just makes it more fun," he commented, still grinning at her flushed face. "And don't act like you've never thought about it." As Jean's face grew brighter, his grin grew wider. He managed to get what he wanted.

The bell rang, and Leo went back to standing straight, smiling. "Well, see you later, Jean." He winked. "Don't think too much about me."

He turned and left, the smile instantly wiping itself off his face. His mission was accomplished.

 **XXX**

 _Bayville, NY. - Bayville High School, Principal's Office..._

Mystique had lived a long time. Longer than most people would guess. After all who would ever believe that she had been born in 1825. Sometimes, even Mystique had problems believing it given how much the world had changed in the last hundred and ninety-two years.

Though there were two constants; humanity's prejudiced nature and red tape.

Mystique grimaced, staring on the latest batch of paperwork. In theory, Magneto's ploy to use his son's rivalry with Evan Daniels was simple. In practice, it was turning out to be near impossible since it required her to manipulate the playoffs of a Double A bracket Championship.

Not that Magneto would care about how much creative paper work, bribes, and blackmail it had taken. She should have told Magneto to go do something anatomically impossible. Why he couldn't send Leonardo to do the task, he had no idea.

After another few minutes, she stood up and drew the shades of her office before taking her seat again. Unlocking a hidden drawer, she withdrew a communication device and set it on her desk. Shifting into her natural form, she activated the device and a low hum filled the office as it warmed up. Once it established an encrypted connection, the emitter sprang to life.

A flickering low resolution holographic image of Magneto appeared hovering inches tall. Somehow in spite of the diminutive size, he still struck an intimidating chord.

"I take it you have news?" Magneto asked, breaking the silence.

"I wanted to inform you that I've made the final arrangements in regards to your plan for young Mister Daniels and your son."

"Excellent. Were there any undue problems arranging things?"

"Beyond bureaucratic problems, no," Mystique answered.

"Unfortunately, there are some evils that even the most powerful of us are helpless against," Magneto sighed. "What of Leonardo? Has he provided sufficient information?"

"Yes," Mystique nodded, frowning. "He's already scanned one of Xavier's X-men's minds, and has given a full detail of the mansion, the Danger Room, and a little bit on Cerebro."

"Excellent," Magneto nodded, smiling. "Have him stay for longer. He's already provided enough, but more information never hurt."

"While that's good and all, are you sure we can trust him?" Mystique asked.

Magneto frowned. "Fully? No. But we are fighting for the same cause. He agrees that mutants should stand above homo-sapiens."

"Yes, but how much?" Mystique asked. "He's clearly not mentally stable, which makes him unpredictable. Plus, we still don't know how powerful he is. All we know is that he's a telepath, and has telekinesis. We're grasping at straws here."

"That is true, but until he actually acts out, we need not do anything. But be cautious," Magneto warned.

Mystique nodded.

 **XXX**

 _Bayville, New York - Bayville School High Yards..._

Evan Daniels cursed as he tried to catch Pietro Maximoff, who again casually dodged his grab.

"As usual, too slow," Pietro said, before rubbing his chin. "Props for the attitude though. There might be hope for you after all."

Evan bit his tongue, knowing he had to keep his head. He should have from the beginning, but his urge to beat Pietro had gotten the better of him. But now he had his head back in the game.

"What's going on here?"

Evan turned as Scott stepped into the parking lot. Damn. Though he did wonder where Jean, Kitty, and Kurt where.

"What's this, a babysitter?" Pietro asked with a mocking laugh. "Oh, Daniels just when I thought you couldn't get lamer."

Evan grit his teeth and spun back to Pietro, but the sudden presence of Jean in his mind brought him up short.

 _Enough. He's just trying to goad you Evan, you need to keep your head in the game._

... _Fine_ , Evan responded back, knowing that he had no choice.

 _Good. Now, what can you tell us about him?_

 _He's_ fast, Evan relayed. _I couldn't touch him, but he loves to talk..._

 _So we get him talking, and record him._

 _Leave the recording to me,_ Kitty responded from where she crouched.

 _Meaning we'll take our cues from you since you know him best Evan. What buttons do we push?_ Jean asked.

 _Pride,_ he answered back. He just realised that the whole conversation had taken place in the time it took for Pietro to laugh.

"So this is that friend you were telling us about?" Jean asked, stepping into the parking lot at last.

Pietro did a double take at seeing Jean and in an instant he changed locations. Jean leaned back at his sudden appearance in her personal space. "Well hellooo. We haven't been properly introduced, I'm Pietro, and you're beautiful."

Jean frowned. "Not interested."

"Say no more," Pietro said then, in a silver blur was behind Scott shaking him by the shoulders. "I mean, I get it! You're into the tool. Why? I have no clue. But whatever, love is a beautiful blind thing."

"He's not a tool." Jean said, eyes narrowing.

"Well, that's a shock! I would have sworn he was a poser wearing sunglasses at night!"

"Wow, I had forgotten how bad you are at hitting on girls," Evan said, drawing Pietro's glare. "Dude, just give it up. Jean's not interested and I don't want to waste time listening to you going up in flames."

"What was that?" Pietro asked, voice low.

"You heard me."

"Tch, whatever," Pietro said, before smirking. "What, not going to try and hit me again?"

Evan bit back his first response, which would be to do just that. Mostly because he knew it would be pointless to try. But also because Jean had been right about Pietro goading him and would not hesitate to berate him for giving in.

"No. I'm going to kick your ass on the court. You know, where you can't hide behind that speed."

"Lame," Pietro said shoulders slumping before he darted off. He circled the three of them in a silver blur before stopping next to the entrance. "Why'd you even bother coming out here if you were going to wuss out at the last minute?"

Evan clenched a fist and took a deep breath. He also tried not to get creeped out with the way Jean kept sending him telepathic reassurance.

"Oh, don't get me wrong Pietro, I want to knock your head off. But I know I can't right now. Scott and Jean wouldn't let me even try. So I'll have to settle for stomping you on the court."

"There may be hope for you yet Evan," Pietro said, smirking. "Anything else before I steam roll you out there?"

"Yeah. Why break into all those lockers and framed me... I just don't get it."

"I told you before. For the kicks. I was bored!" Pietro shouted, throwing his hands up in exasperation.

"You were bored?" Jean asked, disbelief clear in her tone.

"Well, duh! When you're as fast as me, you get bored. It doesn't matter if I'm sleeping, eating, breathing, or standing here talking. All of it takes forever! Hell, I've already lost interest in this conversation five hundred times since it started. Stealing wasn't much better, but at least it gave me something to do."

"And you decided to frame me, because...?" Evan asked, shocked.

Pietro held his hands out as if it were obvious. "Duh, because you got so worked up! It was hilarious. Just when breaking into the lockers started to get boring, you just kept getting more and more worked up about it. Kept trying to stop it from happening, do you know how many times I hurt myself from holding my laughter in?"

"Hold on, wait," Scott said, cutting in. "Why are you so willing to admit to breaking into the lockers?"

Pietro blew a raspberry. "Oh please. It's not like there's any way to use it against me. Oh sure, maybe someone might believe you're telling the truth, but do you think a judge is going to decide to believe you because you say so? Dude there's naïve, and then there's living in Mabeland."

"You really think your untouchable, don't you?" Jean asked.

"Run, run, as fast you can ~" Pietro sang.

"Alright," Scott said, taking a step forward and reaching for Pietro. "I thin-Whoa!"

Without warning Scott flipped through the air and knocked Jean over. Both teens ended up in a tangle of limbs on the ground, while Pietro stood in the spot where Scott had been. "Not too quick, are ya?"

"That's it, Pietro!" Evan shouted unleashing a rain of bone spikes at his former friend. He missed, instead peppering the side of the team bus.

"Ha! Yes, finally." Pietro laughed, clapping before disappearing in a blur of motion.

Evan's head rocked forward from a smack to the back of his head. Stumbling forward, he spun around with a snarl, but found no one behind him. Feeling a tap on his shoulder he spun back around with a wild backhand, but struck only air.

Pietro stood a few feet away, curling a finger at him. "Come on, loser. Let's see what you got."

Pietro made to run off, only to run into something hard.

"Ow! What the hell?!" Growling, Pietro looked at what he ran into, only to see a six-pack of abs blocking his way. "What the-"

Pietro looked up to see Leo, garbed in a new outfit. It was a black skintight bodysuit that clung to his muscular body, outlining each feature. He wore crimson red boots, with the same colour on his wrists. On his lower torso, he had the symbol of the Arms of Chaos, painted red with a grey background.

"Pietro," Leo said simply, looking down on the boy in front of him. "You're outmatched and will eventually be outclassed. Give up."

Scoffing, Pietro waved him away. "No way! I've still got to play tag with these chumps."

"I don't care," Leo said, eyes narrowed. "I've already talked with Magneto. He says that your attitude is a risk to the entire mission. Come with me, now."

Laughing, Pietro got ready to run. "You'll have to catch me first!" With that, he burst off in a blur, running past the fallen X-men.

He turned around, ready to taunt Leo, who still stood there. "Ha! You're not even trying, los-Huh?" Pietro started to taunt, only to again smash into something hard. He whirled around to see Leo standing there. "Wha- How?!"

"Oh, don't mind me," the Leo in front of him said. "I'm just occupying multiple spaces at once."

"H-How are you doing that? I didn't know you could clone yourself!" Pietro exclaimed, shocked.

"Clones? No, this is _my_ speed," Leo clarified, a small smirk on his face. He jabbed a thumb to the side. "There's also a third one talking to Jean over there." Pietro whirled around to see a _third_ Leo chatting with Jean, who again blushed. By the side, Scott looked annoyed, while Evan was shocked.

"That's impossible!" Pietro yelled, annoyed at how he was made to look like a fool. _He_ wasn't supposed to be the fool!

"No," Leo said, poking Pietro on the forehead. "You're too slow."

"I'll show you slow!" Pietro made to hit the Leo in front of him, but hit an afterimage of him. "Wha-"

A kick sent Pietro flying. He landed on the ground, trying to get his bearings. He tried running away. "No way am I dealing with this?"

"Dealing with what?" Pietro almost tripped over himself, looking to see Leo running at a jogger's pace.

Snarling, Pietro changed direction, kicking his speed into overdrive. Everything around him became a blur as he zoomed away, trying to run away. His heart beat quickened beyond its normal rate as he ran with everything he had, trying to prove this guy wrong. _He_ was the fastest! No one else!

"You know what's impossible?" a voice said _directly_ beside him. Pietro's blood ran cold. "The fact that you call yourself fast."

A foot tripped him, causing him to fall. A second foot kicked him and launched him sideways. A third kicked his head, knocking him unconscious.

Leo sighed, the other hims disappearing. He picked up Pietro like a sack of potatoes.

"Leo, wait!" Jean called out, just as he was about to teleport.

He turned to look at her and her friends. "When I'm working, call me Alucard **(1)**." He grinned menacingly, eyes glowing scarlet red. With that, he teleported away, taking Pietro with him.

 **Finished. Hope you guys liked the official first chapter.**

 **(1) The name doesn't have any relationship with Hellsing. Leo's codename/villain name is Alucard because he gains power through blood, like a vampire. At first, he wanted to call himself Dracula, after the vampire. But then changed it, claiming he was the opposite of a vampire, due to how he didn't like it. The blood gives him power, rather than him having power over blood. That's how he thinks of it. Hence, Alucard.**

 **Leo's relationship with Jean won't start typically like how I'd do it. There will be an attraction on both sides soon enough, which will lead to sex, manipulation, more sex, and then finally proper feelings. Want to make this a little dark, so hope it'll work out. In fact, he'll be like that with most of the girls in the harem.**

 **I also wanted to point out Leo's sociopathic tendencies and actions. Despite acting all cheery and humorous when he shouldn't, he'll usually get information from people. Either that, or he's going to use the tendencies to have sex. In fact, he pretty much has a lot of traits of being a sociopath: not being fully capable of love, the charm, cunning, a lot of lying, etc.**

 **Oh, by the way. By the time of the Asteroid M bit, the story will diverge a lot from X-Men Evolution. Not by a lot, but it'll still diverge.**

 **Thanks! Read and Review!**


	3. Chapter 3

**Chapter 3:**

 _Abandoned Warehouse..._

"You disappoint me, Pietro," Magneto scolded, looking down at the twitching boy in front of him. It had been a day since Leo had been sent to retrieve Pietro, and Magneto was _not_ happy.

Off to the side, Avalanche, Toad and Blob stood to the side, looking at the dubbed 'Quicksilver' getting scolded. By his dad, no less. They would've laughed if they weren't scared of Magneto themselves. Leo, or Alucard, stood by them, watching the scene unfold before him.

"F-Father, I-" Pietro tried to explain, hesitating. "I-I could've handled it! It was only because of him that I messed up!" The speedster pointed towards Alucard, who scoffed.

Magneto's glare went up in intensity, making Pietro wilt. "Do _not_ blame others for your failures. You would've no doubt lost against the X-men, your cockiness and foolish pride playing against you. Don't let it happen again, or I will make you personally regret it."

Gulping, Pietro nodded rapidly. "Y-Yes, father."

Magneto then turned to look at Alucard. "Alucard, how goes the recruiting?"

Alucard stepped forward, ready to give his report. "Good so far. Guy's name is Forge. I've managed to get into contact with him and discuss details with him."

"Has he accepted?" Magneto asked, an eyebrow raised.

"No," Alucard answered, but quickly added, "But he has agreed to follow me. I simply shared some secrets with him that he had to know."

"What secrets?" Magneto enquired.

Alucard smiled thinly. "Simply on a possible family member."

Magneto frowned at the evasiveness, but dismissed it. "Fine. Well done, Alucard."

Alucard nodded while Quicksilver glared at him.

"I will focus on recruiting more mutants to our cause. I have a few in mind." Seeing Alucard's frown, he asked, "Is something the matter?"

"Yes," Alucard nodded. "When do we plan our attack on the humans?"

Magneto sighed while the other boys looked shocked. "Alucard-"

"I understand the need to lay low," Alucard continued, "but I joined the Brotherhood for the chance to slaughter all humans. And so far, I've only killed a few."

Sighing knowingly, Magneto wasn't even bothered with his declaration. Meanwhile, the other boys were shocked and slightly disgusted at his words. "I understand. In that case, I know several hostels and crowded homes for several homeless people and street thugs."

Alucard smiled widely, a demented look in his eyes. "Excellent."

"That is all. You are all dismissed," Magneto said, floating away to the other side. Nodding, Alucard walked away, the other boys parting from him. Blob stared at Alucard's retreating back, whispering to the other boys, "This guy's insane! Killing all humans? Is that even possible?"

"I don't know," Avalanche answered, looking as Alucard disappeared. "All we know now is that he's a telepath and has super speed." Quicksilver growled at that, but said nothing else. "So it doesn't seem like he can. But if he does, I wouldn't really mind?"

"W-What?!" Toad gasped, his tongue falling out. It quickly shot out and snatched a wandering fly, retreating into his mouth. "You agree with that maniac?!"

Avalanche shrugged. "I don't want to wipe out _every_ human, but I can understand the hate that he has. We all do."

"Yeah, but you don't see us wanting to destroy everyone!" Blob insisted. "Maybe rough some of them up and kill them, but all of them? That guy's got a couple of screw looses."

"Who cares about that loser?!" Quicksilver bit out, fuming. "He's just some wannabe, acting all cool and shit. Kill all humans? Hah!"

"Isn't that how you act?" Toad asked, making Quicksilver red in the face. The other boys laughed at that.

 **XXX**

 _Bayville, NY - Unknown Slums..._

Leo walked through some slums, out of his uniform. He had already gotten the information from Magneto about where these human settlements were, so now he was here to exact his revenge.

"H-Hey," a homeless man called out, dressed in rags and holding his hands out. "Spare change, man?"

Leo stopped walking, simply looking at the man. A dark look appeared on his face. "No."

"Come on, man. Please?" The homeless man reached out, grabbing onto Leo's leg.

His dark look increasing, Leo activated his vectors **(A.N. - Same thing he used in the prologue chapter. And I will call them vectors),** rushing towards him. The man just had a moment to blink, before he was violently ripped in half. Blood and organs splattered the rags and walls around where he previously was.

Leo smiled. "What a beautiful display." Eyes alight at the gory display, he looked towards the slums, along with the unaware civilians. "Time for some _extermination ~_ " he said with a cheery tone. A wide grin on his face, he walked through the slums.

 **XXX - Warning - senseless murder ahead. Skip if you want, read if you must, but you've been told - XXX**

All throughout the way, his vectors became alive, shimmering limbs of energy mercilessly slaughtering any nearby person. Many of the homeless people were turned into red smears, their bones and organs crushed. Some tried to run. Others fell and pleaded. Leo laughed all the same, slicing through them with precise ease. He saw a man running, and he laughed. He commanded his vectors to chase the man, wanting to break him bit by bit. A vector sliced through his right arm, sending the limb flying in a spray of blood. The man screamed as bone and nerves twitched on his stump.

Then his left leg went, and he collapsed. Blood started pooling around him. He cried pathetically, sobbing out useless mutters and other profanities. With a smile, Leo sent his vector to aim directly for the man's back. The vector vibrated for a bit, phasing through the man's spine. The man blinked at the odd feeling in his spine... before screaming in absolute agony as he his spine was brutally ripped from his body, straight through his skin. The movement was so sudden and strong that his brain was dislodged in his head, following the man's useless spine hanging limply from Leo's vector. The man died instantly, his body completely unrecognisable.

Leo cackled... before looking at all of the innocent people, looking at him with horror. Leo's eyes went wide. He straight up roared with laughter, discretely sending out a telepathic pulse throughout every mind available, making them instantly forget his face. He also mentally commanded any nearby cameras to be destroyed.

With that, Leo advanced on the innocent people. His proto-adamantium claws popped out from his knuckles, the six claws looking wickedly sharp in the night light. With a whoop, Leo dashed towards a prone couple, having been rooted with fear. He spun, decapitating the head of the young man with sickening ease. The girl screamed, tears streaming down her eyes. Leo grinned, swiping at her eyes. She howled, blood mixing with the tears as she was blinded, before she was stabbed to death. Repeatedly. Even as she died, Leo kept stabbing, until he was interrupted by the screams of others disrupting him. Instead of being angry, Leo was delighted.

He screamed with glee, claws flying, heads rolling, blood flowing. Several police officers had arrived, their alarms blaring. They got out, yelling at Leo to surrender. Leo laughed, dashing towards them. The police opened fire, the bullets practically bouncing off his skin. Shocked, they could do nothing but yell as Leo slaughtered all of them like pigs. Some even squealed like one, making Leo howl with laughter.

Eyes red, Leo decided to get creative. All of the remaining humans levitated into the air, screaming and waving their arms rapidly as they did so. Grinning, Leo commanded them to smash into each other, crushing each other into paste. Flying upwards, he flew to a nearby building and reached its base. He grabbed it, not even grunting or showing any fatigue as he did so. The tower groaned and cracked as he did so, the people inside of it screaming. Cackling, Leo flung the building like Lego, making crash into the side of the road, killing all the people inside of it in the rubble.

Holding out his hand, Leo formed a ball of energy into his hand, heating it up rapidly as he did so. His skin wasn't even blistering or burning as he did so. Laughing, Leo hurled the ball to the remains of the destroyed building, along with the intention of destroying nearby settlement.

The result was an enormous explosion of heat and energy that was identical to a nuclear bomb. Leo's hair flew backwards from the force of the explosion, yet he still admired the destruction before him with a fond smile on his face.

A few skeletons were visible, having been the results of Leo's attack. The heat seared off the skin, flesh, and nerves off of the remaining bodies. Everywhere he looked, devastation was caused. There was literally no visible life around.

Leo threw back his head and laughed, flying off. His urges were done for the day.

 **XXX**

 _Manhattan, New York - Police Department..._

Captain George Stacy sighed as he finished out a drag of his cigarette while glancing to a picture of his wife Helen and his daughter, Gwen. He then glanced up to Sergeant Thomas James with a slightly blank expression. He then looked at footage again. Of the destruction and carnage. It made Stacy throw up the first time he saw it. It was unimaginable. It looked like several nuclear warheads had gone off.

"Well?" Sergeant James demanded, arms crossed.

Captain Stacy sighed. He looked at the man in front of him. "What do you want me to say, James?"

"What do I want you to say?!" A vein almost popped on the older man's forehead. "What do I want you to say?! I want you to round up dozens of our men and hunt down the ones responsible for this! Put up manhunts for this-this criminal responsible for this! Or better yet, see if he or she has any accomplices! Turn them in!"

"And how do you propose we do that?" Captain Stacy calmly asked. He wished he was at home, seeing his lovely wife and beautiful daughter. Alas, duty called. "From what we can tell, a batch of our own men was sent off to deal with the problem. From what we were able to collect from their communicators before they died was psychotic laughter, before their screams rang out." At that, Sergeant James lowered his head, getting what the captain was getting at.

"So, we have a psychopath on the loose," Stacy summarised. "A psychopath that, for all intents and purposes, is a ghost. There are no witnesses from last night. The cameras were destroyed before the incident occurred. And to top it off, our men were butchered like cattle. So tell me, Sergeant James." Here, Stacy gave James an icy look, one that made the older man flinch. "What do you want me to do? Because I would _love_ to hear your input."

Hesitating, Sergeant James lowered his shoulders. "I... I have nothing, sir. But you have to understand!" Here, the sergeant raised his head, still passionate. "We can't just let this criminal continue what he's doing."

"I understand the basis of our _job_ very well, Sergeant James. Perhaps more than you know." James winced at that. "But, at the moment, there is nothing we can do. At best, we can leave it to the superheroes to investigate." At James' displeased face, Stacy sighed. "Look, I don't like this anymore than you do, but we have no choice. As we are, if we were to chase after this 'ghost', we'd be essentially running blind. We'd be easy pickings while there's more innocent people being slaughtered."

James sighed. "I agree. Still, this doesn't look good."

Stacy nodded. "We definitely don't need this. Especially after the casualties of D-Day..."

 **XXX**

 _Manhattan, New York - Parker Residence..._

Peter Parker yawned as he made his way downstairs, heading towards the kitchen to start his day. His patrol as Spider-Man yesterday had left him exhausted, even with his increased stamina. Add the amount of homework he had to do just before bed, his morning was already not going great.

 _Then again, homework has never been a bother, so I can't really count it,_ Peter thought to himself, finally heading to the kitchen. "Hey, Aunt May. What's for breakfast..." Peter's voice came to a pause at seeing the horrified look on his aunt's face. "Aunt May? What's wrong?"

She didn't answer, her eyes glued to the small TV sitting on the counter in front of them. Peter turned, looking at what was on TV... only for his eyes to go wide.

"From looking at the ruined streets near Bayville, there appears to be no survivors," a news reporter spoke through the microphone. A screen beside him showed the aftermath of what looked like dozens of bombs. There was so much rubble, so many bodies. Some broken and unrecognisable, others just bloody remains.

Peter looked sick as the reporter continued. "As it stands, we have no evidence of the perpetrator involved. Also, no official words from the police. For more news on the incident, tune in. Back to you, Bob..."

Peter didn't listen to the rest of the news, his mind reeling from the amount of devastation caused. _Yeah, definitely not a great morning, today,_ he thought to himself.

 **XXX**

 _Bayville, NY - Xavier Institute for Gifted Children..._

"Professor?" Ororo enquired, looking at Xavier, who was watching the news.

"So much death..." Xavier muttered, rubbing his eyes. _Could this be Erik's work? No, this is too destructive. Besides, it' d be too obvious._

Logan watched the news, a frown on his face as he inspected the damage. "Who could've done something like this?" he asked.

"I don't know," Xavier answered, a frown on his face. "The worrying thing is that it happened right here. Meaning that it has to be one of the Brotherhood. But who could've done such a thing?"

"Maybe it was that 'Alucard' fella the kids keep talking about?" Logan suggested.

"While that is plausible, we still don't know that it's him," Xavier commented. "We still don't know how powerful he is, nor the full scope of his abilities."

"But what if that would make him the likely subject?" Ororo suggested. "If we don't know anything about Alucard, then we can presume it might be him. His powers are still a big mystery."

While the adults discussed this in Xavier's office, the X-men were in the living room, discussing what happened.

"Did you guys all see the news?" Evan commented, a disturbed look on his face.

"Yeah," Scott nodded. "That was insane. What went on down there?"

"Dunno," Kitty shrugged, a look of fear on her face. "People, like, are saying that it was due to a terrorist attack."

"But are vee really going to believe zat?" Kurt asked **(A.N. - I'm so sorry for anyone with German accents that are offended. I still can't type in a German accent to save my life. I'll probably stop it after a few chapters)** **.**

The others looked at each other, unsure whether to believe it.

"What do you think, Rogue?" Jean asked one of the newest recruits. That being a Southern Belle girl with brown hair, pale skin and a white strip in her hair, along with goth clothes to finish the look.

"Ah don't know," Rogue answered. That was all she said, before she stopped, leaning back to avoid contact with the others. The others weren't bothered by this, as they were used to Rogue's behaviour.

"Maybe it was, like, the Brotherhood," Kitty suggested. The others looked at her, making her blush in embarrassment. "It could be!" Kitty defended herself.

"Kitty, the Brotherhood may be bad, but even they wouldn't go so far," Jean said.

"Yeah, and none of them are even that powerful," Evan waved away, scoffing.

"But what about that that Leo guy?" Scott suggested.

"Maybe, but zere's no way zat he's _zat_ powerful," Kurt denied. "No one is."

While the others were convinced, they were a little unsure of themselves.

 **XXX**

 _Bayville, NY - Xavier Institute for Gifted Children, Night time..._

Jean laid in her bed, doing her best to sleep. But she kept tossing and turning, suddenly starting to sweat. The reason? She was having a weird dream. That dream being about Leo. Because everything seemed to be about him these days.

In her dreams, she stood on the astral plane, standing in front of a grey, misty landscape. "Where am I?" Jean asked no one in particular, her voice echoing across the landscape. She knew that this wasn't a dream. It felt to realistic.

"My, my, Jean. I didn't know that you'd appear in my wet dream," a voice called out, making Jean freeze. She slowly turned, shock written across her features. Standing across from her was Leo, dressed in a normal set of black jeans and leather jacket with a blue shirt.

Jean glared. "You."

"Me," Leo smiled, walking forward towards the girl. She stepped back slightly, but was halted by an unknown force. Leo stalked forward, making Jean pale and try to fight. Once he reached her, he tilted her head by her chin, smirking down into her defiant green orbs.

"I don't know why you're so angry with me," Leo said, still smiling.

"Because you're part of the Brotherhood," she answered simply.

"That doesn't mean that I'm your enemy," he corrected. "After all, the Brotherhood's purpose isn't to fight with the X-men, despite my teammates behaviour. Really, all we do is use our gifts for our own benefits, and eventually kill humans."

"And that's why we won't allow you to do that," Jean said, frowning.

"Why? You know that humans fear what they don't understand. Their selfish, greedy, childish, inconsiderate, pathetic, weak, childish, I could go on."

"That doesn't mean that you can kill them!" Jean argued.

Leo frowned, but then smiled. "I forget, your little X-men haven't experienced the dark side of humanity. Don't worry, in time, you'll learn. But first..." Leo's grin turned predatory. "Let's have some fun."

 **XXX - Warning, Lime Ahead - XXX**

Leo leaned forward quickly and claimed Jean's lips for his own, making the redhead go wide-eyed at the action. Leo kissed her roughly, enjoying the feeling even though it was through the astral plane. Jean managed to find the strength to push him back. "Stop! I have a boyfriend!"

"But he won't know," Leo countered, still smirking. "No one will. It'll be our own dirty secret." Leo made to kiss her again, but Jean did her best to resist him. "Stop resisting, Jean." Pushing her with his superior strength, he grinned at her frightened face. "Eventually, I get what I want. And I. Want. _You_."

Leo roughly kissed her again. Jean did her best to resist, but it was futile. Leo's hand slithered up her shirt, caressing her bra-clad breast. Jean wanted to resist, but at the same time didn't. Even though Leo was forcing himself on her, the feeling was _so good._ Every caress sent bolts of pleasure across her body. Leo's mouth now nipping at her neck made her cry out in wicked want. He bit at her flesh playfully, grinning as he did so.

Her wild, unfocused eyes focused on his calm, excited own. The two kissed again, Jean allowing him to play with her body. To grab her hips and push them against a suddenly formed wall. Removing her pants, he grinned widely, pushing his fingers into her heated core. Jean gasped, grasping onto Leo tightly.

Leo started with his index finger, pumping it in and out of her at a slow, sensual pace. Jean moaned, biting her lip as Leo fingered her. He traced the alphabet with his finger, getting her worked up. When he got to G, she cried out, shuddering as she came.

Leo frowned, looking at his now sticky fingers, coated with her juices. "Wow, you _are_ a virgin. Guess Duncan can't satisfy you properly." At Jean's flushed face, he grinnned. "Guess that can be my job now."

Leo lowered himself towards her pussy, sniffing her scent. Growling, he dived in, lapping up her juices and eating her out. Jean cried out, eyes rolling back into her head at the pleasure. Leo's tongue slithered into her core, reaching every inch, not leaving anything as he pleasured the girl before him.

"Don't- AH- stop! Please!" Jean cried out, gripping Leo's hair as he continued his actions. He smirked, looking up at her, before continuing.

Jean continued moaning, being driven crazy. Sadly, the pleasure came to an end as she cried out, "I-I'm cumMING!" The last part of her speech making her reach a new volume. She spasmed, Leo lapping up her juices like a dog.

Leo grinned up at her, her cum coating his chin and lips. He licked them all up, making Jean increasingly hot. "Sleep well, Jean. When you ever want more, think of me while you sleep. Or come directly to me." Leo's grin widened. "After all, the real thing is always better."

 **XXX - Lime ended - XXX**

Leo vanished from her mind, and Jean was back in the real world. She panted, the experienced burned into her mind. She suddenly felt a wet feeling near her thighs, and she blushed heavily. Panting deeply, she drew her nimble fingers to her pussy, putting two in.

"Yes, yes, yes, yes, YES!" she cried out, having finally reached her release. The mental foreplay she had received making her worked up. She squirted a lot, her pants now slick and wet. She panted, finally able to fall asleep.

 **XXX**

 _Manhattan, New York City, New York..._

Langham Place was a famous hotel on Fifth Avenue in Manhattan's most coveted district. Among its iconic surroundings, the most famous was the Empire State Building. It also boasted several amazing features, not the least of which being its world class spa.

In short, was perfect for escaping a stressful life.

This was exactly why Mystique used it. Because if anyone led a stressful life it was her. Given that she worked for Magneto, ran a private high school, and kept a group of teenage boys in check - well she dared anyone to argue that she did not deserved a stay at the Langham.

Not that the hotel staff knew that it was Mystique they were catering too. As far as the staff knew she was Kira Bristle, a five foot eight, middle-aged brunette with brown eyes and a curvaceous figure. Thankfully, her identity came as a low profile.

She easily blended into the disguise, reading through the background of Kira. She adapted flawlessly, distracting the actual Kira Bristle with useless tasks that took up a good portion of a week, allowing her to enjoy the disguise's benefits.

Now, she laid in her hotel room, enjoying a simple dinner that would cost hundreds of dollars to afford. Yet she ate it like it was an everyday meal. Mystique closed her eyes, savouring the taste. She was glad to be away from all her responsiblities, if only for a few days. Thankfully, this opportunity was provided to her by the devestation nearby Bayville.

She scowled, knowing who had caused the damage. She had warned Magneto that Leonardo was mentally unstable, a ticking timebomb waiting to go off. He killed a good number of civilians and policemen for God's sake. She was only thankful that he was at least smart enough to destroy any evidence that it was actually him. Still, she knew that recruiting him was a bad idea. Eventually, he would slip, and attention would be focused on the Brotherhood.

 _Then again, there_ are _some benefits to his actions,_ she thought. That being that the police were scattered across Bayville and New York, trying in desparate vain to capture the perpetrator. With this, the Brotherhood would move more freely without interference from the police. She would've appluaded Leonardo's actions if they weren't completely insane.

A knock to the door disrupted her thoughts. She saw the receptionist poke her head through the door. "I'm so sorry to interrupt you, Mrs. Bristle. But I came to inform you that your niece had arrived. She said that she wanted to see you."

 _Niece?_ Mystique frowned to herself. Kira Bristle didn't have any nieces. She quickly schooled her features, putting up a fake smile. "Of course. Tell her to come in."

Nodding, the receptionist went back outside, closing the door. Mystique mentally recollected herself for two seconds before the door opened again. Mystique had a thin smile on her face at seeing who it was.

"Hello aunty. How wonderful to meet you," Emma Frost greeted with a fake smile, walking through the door. She wore her usual white garb, only this time it was less... provactive than her usual outfits. Yet it still highlighted her beauty.

"Emma. How nice to see you," Mystique greeted with faux kindness. Heading into the dining room, she noted the stunning blonde teenager looked far too smug. Turning her attention away from Emma, she gave her meal a dismissive look.

Emma Frost was a driven young woman, the type who had a great ambition. She was also one of Magneto's youngest followers, not to mention his primary financial backer and recruitment agents.

"So, I take it you are enjoying your weekend?" Emma asked, offering Mystique a glass of wine. Probably convinced the staff to give it to her.

"Homo-sapiens might be a violent, bigoted species," Mystique said, ignoring the offered drink. "But they do understand luxury."

"How enlightened of you," Emma said, pursing her lips in thought, putting the wine glass on the table. "Though, and I'm paraphrasing of course, someone once said 'Man is neither angel nor brute'."

"Before you try to debate your philosophical beliefs with me, keep in mind that my life has been nowhere near as pleasant as yours," Mystique said, tone dripping acid. "So, what is it that you wanted to talk to me about, or are you just here to disrupt my weekend on a childish whim?"

Emma smirked. "I wanted to make sure we were on the same page. I've arranged everything on my end, so I would hate for anything to go wrong elsewhere."

"Everything is taken care of," Mystique said. "You have similar schedules, I've even arranged for you both to be in certain Honors courses. I already passed along a copy of his records to your Bayville address, along with a student handbook."

"And you've spoken with your... Brotherhood?" Emma asked with obvious distaste.

"I've impressed upon them just how wide a berth they should give you," Mystique confirmed with a nod. "Although, while you are there, there is something that I must ask of you."

Emma's eyebrows raised in surprise. " _You_ have something that you want from _me_? This must be good."

"Though I'm loathe to admit it, this is something that you'd be perfect at," Mystique said. Emma frowned. She was not sure if she should consider that a compliment or not.

"Go on," Emma urged.

"There is a member of the Brotherhood that I want you to... convince to your side," Mystique said, the meaning behind her words clear.

Emma frowned. "You want me to convince someone on your group to work for the same side? Mystique, please tell me you aren't wasting my time."

"I wouldn't be asking you of this if I was," Mystique scowled. "But I'm serious."

Emma sighed, before looking at Mystique. "Go on."

"His name is Leonardo Sebastian. All that is known about him is that he is a mutant with telepathic powers, and super speed. Although, I suspect that he is capable of much more. Do you know of the Bayville incident just recently?"

Emma's eyes went wide. "That was _him_?"

"Yes," Mystique nodded. "That was the result of his apparent instability and insanity. He's dangerous, and clearly hiding most of his power. By how much, I don't know."

"And you want me to try and reveal his secrets and make him susceptible," Emma mused, frowning. "How do you even know if this will work? He's a telepath, so influencing him is out. And while he's insane, I doubt that he's stupid."

Mystique grimaced. "Unfortunately, this is all that'll work. Magneto will not listen to me, the Brotherhood is ignorant and unaware of what lengths Leonardo will go to."

"So you're desperate?" Emma guessed, eyebrows raised.

Mystique frowned thinly. "Unfortunately."

 **XXX**

 _Bayville, New York - Bayville High School..._

After school, Leo came by the football field, for a certain purpose. He had just come back from observing the Brotherhood engage the X-men. His group was able to give them trouble, but not outright win. That was unacceptable. The only reason the Brotherhood were even able to walk away unscathed was because he had to intervene and stop the fighting on both sides.

He sighed. He would have to train the boys individually in their powers. Mystique wasn't doing anything about them, and Magneto was out of the picture. Not to mention that the boys wouldn't really accept him as a teacher.

He dismissed his thoughts and focused on the scene before him. Duncan and the rest of the football team were in the middle of practice. Missy, Sissy, Chrissy, (girls that Leo didn't give a second glance at) and the rest of the cheerleading squad were nearby stretching and preparing for their own practice.

His eyes scanned over the teenagers, focusing on his target. That being Jean, sitting in the bleachers.

There was reason he was focused on manipulating her first, rather than the others. It was because of her untapped potential. Her powers alone were enough for others to be wary. If he were to refine them, she'd be unstoppable. Her potential just added to it all. It just helped that she was a girl, which made it easier for Leo to get closer to her.

He stood up, approaching her. Looking up, Jean paled at seeing who it was.

"You!" she hissed sharply.

Leo blinked, already slipping into his role. "Me? God, if you were so happy to see me, why don't you jump into my lap." He smirked mentally at her face, which paled and blushed at the same time.

"S-Shut up! Why are you here?!"

"Well, I wanted to see what Duncan found so fascinating about football... oh, and to also see you," Leo partially lied.

"You do know that I have a boyfriend, right?" Jean said, inching away from him.

Leo frowned. "Why do you keep waving that in front of me? I already know you have a boyfriend. It's not like I'm going to steal you from Duncan." _At least, not yet._ "Can't I talk to a girl?"

One of the players spotted Leo, talking to Jean. "Hey Duncan look who showed up."

Duncan looked back and saw what was going on.

"Looks like she likes his company," Matt, one of his friends, said, teasing him.

Duncan glared, face red with anger. "Shut up." Duncan then looked around, before grinning. "Hey Matt, pass me the pigskin," Duncan said.

Matt passed him the football. Duncan caught the ball and aimed it at Leo's face. "No one tries to steal my girl," he growled, before he threw the ball with all his might.

"So, Jean. I'm curious: have you ever tried to read, say, Duncan's mind, for example?" Leo asked out of the blue.

Jean blinked. "What? No! I'd never! I'm not even supposed to do that!"

Leo was about to say something as he caught an incoming football that would have hit his face with one hand. He crushed it easily, the air escaping from the crushed football. "Just curious, really."

Those watching didn't even know whether to laugh hysterically or look at Leo in fear. "Dude, he caught it and crushed it. With one hand!" Matt whispered in awe.

Duncan felt embarrassed. How could he have done that when he wasn't even looking?!

"So how are you getting home?" Leo asked.

Jean looked at Leo cautiously. "I was going to wait for Duncan but practice is taking too long. You don't have to take me," she added that part when she saw Leo about to say something. "I'll just ask Scott to drop me."

Leo shrugged smoothly. "That's cool. And I get it, don't want to give your opposition the layout to your mansion."

"That's not-" Jean made to deny, but paused. She sighed. "Yeah, okay. It is."

"Aw, now you're going to break my heart," Leo playfully teased. "But it's okay. Well, see ya." Leo walked away, feeling Jean's gaze on his back. He did his best not to let his smirk show.

 **XXX**

 _Bayville, New York - Bayville High School, Cafeteria..._

Leo sat in the cafeteria, eating his lunch and ignoring that Pietro was giving him. Probably because of him interrupting the fight between the Brotherhood and the X-men. He hadn't embarrassed him as of late, so it couldn't be that.

He could see the X-men sitting at their own table, seemingly chatting. Leo's eyebrows rose as he noticed that they had a new recruit. A small mental probe informed him as to who it was. _Anne Marie, or Rogue. She can absorb people's powers and memories upon contact... similar to my own power._ Leo grinned. _Oh, I'm going to have so much fun with her. It'll be too easy!_

Leo then inspected the cafeteria, wondering why it was so quiet. He looked at the table, where the 'popular' girls sat, and noticed one of the three hellions had disappeared. A quick glance to the jockey table showed that Duncan was also missing. Given the attitudes of both, it didn't take long for Leo to piece together what was happening. _If there was any time for my good luck to kick in, it might as well have been now,_ Leo mentally thought, smiling.

Leo got up from his seat, leaving the cafeteria. He thought of where the two would be, and quickly deduced that they would be at the football field. He walked through the field, when suddenly, his senses picked up some nearby commotion. He silently looked underneath the bleachers, and saw something that made him grin widely.

Duncan, with his pants down, pounding away at Missy who had her legs spread wide.

"Oh yes, baby. I've missed you," Duncan said passionately, grunting as he kept on pounding into the girl.

Missy grabbed him by his hair and pulled on it. "Shut up and fuck me harder!"

Leo did his best not to laugh. This was perfect! He took out his phone and started recording the whole thing.

Missy started moaning loudly, as Duncan came inside her, groaning as he did so.

 _Oh, I love being me,_ Leo thought to himself, stopping the recording and walking away. He started to look for Jean, when he spotted her leaving the school. "Jean," he called out.

Jean noticed his 'sad' face and turned to him. "Hey, what's wrong? Is everything okay?"

"Jean there's something I have to tell you-"Leo was interrupted by Duncan calling out to her, Missy walking away from him. _Oh, this is just perfect,_ he thought happily.

"Hold on a second!" Jean shouted to Duncan. "Okay, now what did you want to tell me?"

"Jean, there's no easy way to say this. Your boyfriend is cheating on you," Leo said bluntly.

Jean's eyes widened "What?! Why would you say that?!"

"I caught him having sex underneath the bleachers, behind your back," Leo said. He took out his phone and showed her the video.

Jean couldn't believe her eyes. She wanted to cry out, to say something, but the words got caught in her throat.

"Hey what's the hold-up, Jean?" Duncan asked as he approached, not noticing what was going on.

Jean's head whipped around and she glared at him, eyes full of hurt and anger. "You have a lot to answer for mister!" she shouted as she stomped her way over to him.

Leo watched in joy as she verbally attacked him. _And I didn't even have to do anything,_ he thought merrily.

"J-Jean, I-I don't know who has been feeding you these lies, but I would never cheat on you," Duncan stuttered, trying to calm her down. He didn't convince her.

"Is that so?" Jean said, her voice icy cold.

There was now a crowd watching the entire thing, and Duncan sweated, feeling the eyes of others on him. Also, he was scared shitless of the tone that she used.

Jean showed him the video on Leo's phone.

Duncan's eyes widened in horror as he realised he was screwed.

"J-Jean. I-I can explain that," Duncan stuttered pathetically while he desperately tried to think of an excuse.

"Don't bother Duncan because read my lips: WE! ARE! THROUGH!" Jean yelled, causing virtually half the school by now to stop and eavesdrop in on this drama. She walked away, stomping her feet as she did so. Leo could feel the raw psionic energy flying off of her.

Duncan noticed Leo in the background with his arms crossed over his chest, laughing at him. He realised that it was him who sold him out.

"YOU!" Duncan shouted with anger, as he stomped towards Leo. "You're the one who took that video! I'M GONNA BEAT YOUR FACE IN!"

At this point, every student that was outside had gathered in a circle around Leo and Duncan.

"What of it?" Leo said, grinning. "You're the one who did the deed. You just needed to be careful. And if you're looking for a fight, I suggest you try and remember what happened last time."

Duncan threw a punch towards Leo's head. Not even bothering toying with the fool, Leo grabbed his fist. Then he proceeded to crush it in his hand.

"AAAAAAH!" Duncan yelled, crying slightly as his fist was promptly crushed, the bones in there breaking. Blood leaked out of his hand.

"You'd think that someone would be smart and do the safe thing," Leo commented, still looking at Duncan. "But then again, you're not really known for your brains. So I'll have to spell it out for you. Painfully."

Leo sent a quick and weak punch to Duncan's nose, breaking it. He screamed, not even able to hold his nose as Leo started to punch him repeatedly. If Leo was actually serious, Duncan would've turned into paste from the shockwave from his punches alone. As such, he lowered his strength considerably to normal human levels.

Duncan had already fallen down to the ground at this point, nothing but a bloody and broken mess. Leo made to deliver another punch, but stopped when Jean grabbed his wrist. He turned to look at the girl. "That's enough, Leo. He got what he deserved."

As Leo retracted his fist, Missy pushed threw the crowd. "What's going on?!" she yelled, apparently not realising what had happened.

Jean saw her, and rage filled her eyes. "Bitch!" she yelled, punching her.

"Ow!" Missy staggered back. She felt her face and realised her nose was crooked and bleeding. "You broke my nose!" she whined, sounding weird.

"You're lucky that's all I broke," Jean said, before storming off.

Leo wiped the grin off of his face, running up to her. "Hey."

Jean turned around and faced him. She looked vulnerable, tears streaming down her face.

Leo wrapped an arm around her. "Let's get you home," he said, helping her to the mansion. Nearby, Scott watched the two go, an ugly feeling in his chest.

 **XXX**

 _Bayville, New York - Xavier Institute for Gifted Children, Night time..._

Jean slept in her bed, tear stains on her face. She was wrapped up in a blanket, tubs of ice-cream by her side.

Honestly, she felt pathetic. She should've realised that Duncan was cheating on her beforehand. She was a damn telepath, for crying out loud! But because of the Professor's rule on not using her powers, Jean didn't know. This whole time, that jerk Duncan had been fooling around with Missy and God knows who else.

She huffed angrily. She laid in her bed, feeling her mind drift off, the motion not lost on her.

She felt herself upon the astral plane, in the same clothes she wore when she went to bed.

"So, is this going to become a regular thing, now?" Jean asked aloud, annoyed.

"It could be," Leo's voice answered behind her, making her turn and face him. He didn't have his usual smirk on his face. "Though this time, I came to check up on you."

"I'm fine," Jean huffed, crossing her arms.

"Yes," Leo said, a deadpanned look on his face. "You're totally fine. Because when I brought you home, you shut the door in my face and presumably cried your eyes out."

Jean blushed, but quickly pushed it aside. "Okay, I'm not fine." She sighed. "I'm sorry, it's just..."

"I understand," Leo said, a bench appearing beside him. He sat down, patting the space beside him. Jean joined him. "Your boyfriend cheated on you. That's not an easy thing to get over." At her depressed face, he asked, "Just out of curiosity, how often did you and Duncan have sex?"

Jean blushed like a tomato, giving Leo the answer he needed. "I see. Maybe that's the reason that he cheated on you. Not saying that it's your fault." Leo wrapped an arm around her, comforting her. Jean leaned into his side, taking some comfort in it.

"I still think that Duncan is an idiot, though," he commented, getting Jean to look at him. "He cheated on a drop dead gorgeous girl with a whore. If that's not stupid, I don't know what is."

Jean blushed brightly. "I'm not that beautiful," she muttered. Her head was tilted up by Leo, who roughly kissed her. She again tried to fight it off, but couldn't. Maybe it was her messed up emotions from the break up, or maybe the compliments that Leo gave her. She succumbed to the kiss, responding back.

Leo pushed her back, the bench transforming into a bed for the both of them. He kissed her with aggression, moving from her lips to her neck. He cupped her bra-clad breasts, roughly squeezing them.

"L-Leo, s-stop," Jean moaned, doing her best to resist. "We - AH - can't do this."

"Yes, we can," Leo responded, removing himself and looking at her. "You want this, I can tell. And besides, as beautiful as this is, this is only in your mind. Your body won't physically feel the sensations, but mentally you will. Besides, I'm going to make you feel beautiful. Both mentally," Leo took off her clothes in quick succession, leaving her in her bra and panties, "and soon, _physically._ "

With that, Leo smirked widely, removing his pants and underwear to reveal his throbbing erection. Jean gasped as she saw it. She had never seen a penis in real life, but she could tell that Leo's was unnaturally big.

"Hopefully, you make that face when this really happens," Leo commented, before aligning himself with her pussy. With a simple thrust, he entered her. Jean cried out at the feeling, her insides already feeling unnaturally stretched.

Showing an evil grin that Jean took no notice of, Leo continued to thrust into his first conquest, enjoying her screams. Maybe this idea had its benefits after all.

 **And finished! A lot happened in this chapter, so I'm glad about that.**

 **Should I put headings in the story to warn you guys for lemons and gore? I mean, looking at the genres of the story, it's obvious, so it should be no surprise. Lemme know what you think.**

 **Leo will start manipulating the X-women first, and possibly the X-men. Along with the fact that it adds to the harem, in his mind, (and something I think), Jean, Ororo, Rogue and Kitty have the most potential to being the most powerful mutants on the group, with Ororo easily being the most powerful. Wolverine and Nightcrawler are powerful in their own right, but it's the females that have the most potential. That's what I think, anyways.**

 **Leo will also have his own followers after he leaves the Brotherhood, comprised of X-men, a few from the Hellfire Club and others. I won't go into too much details, yet, so y'all have to wait.**

 **Next chapter, Emma will be introduced as a student, and will encounter Leo. How fun.**

 **Read and Review!**


	4. Chapter 4

**A.N. - IMPORTANT NOTICE! R.I.P.**

Sup, everyone! I have some bad news to tell y'all concerning this story. This is very important, so read. It's not about the story, more about the reason I'm posting it.

I made this story from the idea of Marvel fan (that's his/her name), who gave me the ideas necessary to publish the story. I know I said I was going to publish this when my other stories were fully developed, but I'm publishing this early for a very important reason: Stan Lee died today.

OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod!OhmyGod! **OHMYGOOOOOOOOOOD!** I can't believe it! I literally just read the post online two hours ago! At first, I skipped over it, not reading the texts. But when I read over it again, I literally was so shocked. And then cried. And then reread the post again, thinking someone was bullshitting me. But no.

Stan Lee, the great creator of Spider-Man, the Avengers, X-Men and many great works... died at 95 years old on Monday 12 November 2018. I. Am. Gobsmacked.

So the story was published early, as I was so sad that a great man died today, and yet am glad of the work he left behind. I feel it as a thank you, for allowing a man with amazing creativity to be remembered. As well as me crying for him leaving the world. He will be missed. Millions, I'm sure, are probably crying over his death. Least that's what I got from Instagram and Snapchat.

Whoo. Wow, that was... unexpected. Hell, I wasn't even expecting it. I'm even more thankful for Marvel fan for giving me the idea, as I could post this story as a sort of tribute. So thank you, Stan Lee. For inspiring many people, for making them happy, for bringing joy on paper. All the beautiful and sexy heroines, all the badass superheroes, all the inspiring characters that you've given us (along with the help of a lot of other people), I - and hopefully we - thank you so very much. You will be missed.

The chapters for the story were already written beforehand, so if you have any details about it, review or PM me. Unfortunately, because I posted the story early, I will have to juggle it with Solaris and Arcane Chaos, but I'll make due. The chapters for this story should come soon.

Now, I'm going to leave y'all. Probably to re-watch Marvel movies, re-read some comics, etc. Peace!


	5. Chapter 5

**Chapter 4:**

 _Abandoned Warehouse..._

The Brotherhood stood, staring at the three new recruits that stood with them. One was a man in his mid-twenties **(1)** , who was of Cheyenne-Indian descent. He had black hair, and cybernetic limbs on him, his arm and legs proof of that. He had some slight stubble on his chin, with a somewhat solemn expression on his face that looked like it was natural to him.

Another recruit was a light brown-haired teenager with a brown trenchcoat. He seemed to be fiddling was a zippo lighter, making the small flame inside of it flare up brightly for a few moments, before diminishing.

The final recruit was a young beautiful teenage girl with blonde hair and purple eyes. She wore an odd get-up, having a purple cloak with a yellow inner lining. She seemed to have a cruel air around her.

Magneto stood at the centre, wearing his iconic clothing. He stepped forward, the Brotherhood and recruits listening.

"I am glad to welcome our new recruits," he said, gesturing to the three mutants. "Forge, who has technopathic abilities." He gestured to the man with robotic parts, who waved simply. "John Allerdyce, who has pyrokinesis." John simply gave a cocky smirk, pointing up a lighted finger. "And Eileen Harsaw, who has electromagnetism." Eileen simply gave a coy smile.

"With our new brothers and sister joining us, we are growing in terms of power. This is something that must be celebrated!" Magneto had a small smile on his face, the rest of the Brotherhood bar Alucard joining in smiling and grinning.

"But let us not forget our mission." Magneto stopped smiling and looked at the mutants. "Right now, Xavier's X-men is ahead of most of you in terms of skill and powers. A solution has been presented."

Magneto gestured towards Alucard and Forge, who stepped forward. Alucard turned to address the Brotherhood. "From my own spying, I was able to tell that the X-men have a real-life simulation room, called the Danger Room," Alucard explained, his voice baritone. "It allows them to train for rescue missions, fighting real life constructs, etc. What Forge and I plan to do is recreate it, only for our own needs, and our own features."

"I've already gotten the simulations and real-life constructs for the room, and should be up and running soon," Forge added, looking a little excited about creating it. "Along with a gravity room, where the gravity inside of it will be much, much more higher than on Earth." At the confused looks he received, Forge coughed slightly. "Uh, Le-Alucard was the one to suggest creating it. Said he needed it for training."

Alucard nodded, and the others didn't bother asking about it.

Magneto smiled. "Excellent. Get it up and running quickly. With this, we'll finally have one over the X-men. And Alucard." Here, he frowned at the boy. "While you may continue your... fixes, I ask that you be discreet about them. Thankfully, no one was able to track the Bayville Incident to us. But be more careful with your outings."

While Alucard nodded, the rest of the Brotherhood was shocked. They had no idea that Alucard was responsible for the Bayville Incident. The police were still searching for the one responsible for it.

Magneto nodded, dismissing everyone. The new recruits and Brotherhood went their separate ways, though Eileen winked at Alucard while she went, who just raised an eyebrow.

Once they were alone, Forge looked at Alucard. "I still don't like this," Forge said. "While I agree that mutants need to defend themselves from humans - especially with the anti-mutant movements and campaigns from the president - that still doesn't mean I'm happy with attacking humans in retaliation."

Alucard had a genuine understanding look on his face. "Forge, I understand your concerns, but remember; it is humans who are the one who threw the first blow. We are just responding in kind. Just because we are different to them, superior to them. It may not make sense now, but trust me, you will see the truth later on." Patting Forge on the shoulder, he walked away. Forge looked worriedly at Alucard's back.

 **XXX**

 _Bayville, New York - Bayville High School..._

Leo walked through the hallways of the school, currently going over several plans in his head about the simulation room for the Brotherhood. _The constructs will be hard, since we've never actually faced any real threats,_ Leo thought, closing his locker door and carrying his bag. _Of course, I can face them, but it'd be like sending ants to fight a lion. No, what the Brotherhood needs is experience,_ real _experience. Not those playground fights with the X-men._ Leo raised his eyes to see Kitty, Rogue and Jean walking down the corridors, chatting. He smiled. _Speaking of which..._

"So, like, are you okay, Jean?" Kitty asked the redhead. "After your, you know, break-up?"

Rogue rolled her eyes at Kitty's bluntness while Jean bristled. When Kitty made to apologise, she waved it away. "It's okay. I'm over that ass anyway."

"Oh, really?" Kitty said, eyes gleaming. "So you weren't, like, fantasising about Mr. Tall, Dark and Handsome helping you?"

Jean blushed, thinking about the mental sex both her and Leo had. "N-No!" Jean said loudly, causing the two girls to jump. "I-I mean, no. I wasn't."

"Oh, really?" Rogue said, knowing that Jean was hiding something. "Because Ah can tell that yah hiding something."

"No, I'm not," Jean denied quickly. She did her best to get a hold of herself. "Nothing happened."

"I'm shocked, Jean," a familiar voice said in front of them, making Kitty and Rogue whirl to see Leo standing there while Jean paled. "Are you embarrassed of me? After the heart-to-heart we had with each other. Do our actions not mean anything?"

Leo had a shit-eating grin on his face as he enjoyed Jean's embarrassment. He looked to the blushing Kitty and Rogue. "And you haven't even introduced me properly to your friends." He took Kitty's hand and kissed it, making the girl blush brightly. "I am Leonardo Sebastian," he greeted with charm. "How wonderful it is to meet you, Miss..."

"K-Kitty Pryde," Kitty answered, trying to smile back but ultimately failing.

Leo nodded, looking at Rogue, who folded her arms. "No kissing mah hand," Rogue said, a sad look on her face. "Ah prefer to cover mahself."

"A shame," Leo said sadly. "Your beautiful skin, covered by all those dark clothes. Although the goth look does suit you very well."

Rogue flushed, which both girls were surprised by. Rogue _never_ blushed. "T-Thank yah. Although, most boys don't like mah type of dress."

"Then they're fools," Leo responded, looking intensively at Rogue's figure. "It does wonders to your figure. Plus," Leo grin widened, "I always had a thing for bad girls."

"Ahem!" Jean coughed, glaring at Leo while Rogue blushed even more.

"Ah, my apologies, my dear, fair maiden," Leo bowed dramatically to Jean. "I ignored your beauty for a moment, in favour of this beautiful goth goddess. Do not worry, my fiery-haired princess, I shall do so no longer." Scooping Jean up in his arms, who looked to the bewildered girls. "I bid you ado, girls. Ta-ta!" Leo ran away with Jean yelling and struggling frantically in his arms.

"... I'm so jealous that she gets to be in that position," Kitty said, an envious look on her face. Rogue slowly nodded, her face still flushed.

"Let. Me. Go!" Jean yelled, trying to wriggle out of his grip as other students watched, already gossiping. Leo brought her to the back of some lockers, finally putting her down. Before she could even yell at him, he pushed her against the locker side and kissed her. Jean hesitated for a moment, but kissed back. The kiss was gentle, a stark contrast to their previous sessions. Leo separated after a moment, looking at the redhead.

"God, you're so beautiful," Leo whispered, making Jean blush. He took a lock of her hair and held it between his fingers.

"W-Why did you do that?" Jean asked, a little out of breath from the kiss.

Leo smiled. "Because I was eager to see you. Besides, I've been waiting to make that wet dream a reality." Jean flushed, something that she had been doing a lot around him. "I wonder," Leo grinned as he looked at her, "do you really squirt like that in real life? Or is that just a mental thing?"

Jean punched his chest, face tomato-red. "Be quiet!" she hissed, looking around to see if anyone heard her.

Leo rolled his eyes. "Telepath, remember? I just sent a discreet mental message to send everybody away."

Jean calmed down only slightly. "How did you do that?" she asked, curious. "I've only ever seen the Professor with that kind of mental prowess."

"Training," Leo said simply, looking at Jean. "Why? Do you want help?"

Jean hesitated, remembering that he was the enemy. But then told herself that he seemed nice enough, different from his teammates. "I... need help trying to keep others thoughts out," she finally said. "I've been trying, but it's been so hard, trying to keep everyone's thoughts away from my head when I don't want it. I'm in the cheerleading team and soccer team, and it's been so... hard, trying to keep their thoughts of jealousy, of babble, of _everything!_ " She sighed, feeling a weight lift itself off of her shoulders from admitting her problems to someone else.

Leo nodded, a gleam in his eyes. "I see. And why doesn't Xavier help you. He is practically a master telepath, he can surely help you with your problems?"

"The Professor is of the mind that I should learn to do it myself, and try and ignore it," Jean said, and Leo mentally rolled his eyes at that suggestion. "Plus, my mind is having a hard time focusing."

"I can help with that," Leo said. Jean's face lit up. "But your training will have to be between the two of us. I have no problem being seen with you, but your X-friends might."

Jean nodded. "So, what do you suggest?"

"I have a nearby apartment building that we can use for training," Leo supplied. "It's far enough from school and town, so we don't have to worry about any disturbances." At Jean's uncomfortable face, he smiled. "What, worried that I might do something?"

Jean nodded, too embarrassed to say it.

"Don't worry. I won't do something that you won't want," Leo said, honest with his words. _Although, soon, you'll be begging for me to fuck you,_ he mentally added, grinning.

Jean made to say something, but was interrupted by a whistle of "Damn!" from a nearby boy. The two looked to see what was going on, only for Jean to gape and Leo to look in interest.

 **XXX**

Emma Frost strode the halls of Bayville High with the same self-assurance as royalty. If anyone from her younger days had seen her, they would have never believed it. Until her telepathy had developed - which had been frightening - and meeting Magneto, Emma had been the proverbial ugly duckling.

But now, she had blossomed both physically and emotionally. Emma also now controlled her family's company. Albeit, she did so from behind the scenes and used its profits to help Magneto. But the fact remained that Emma had taken control of her life.

Noticing a group of passing boys that wolf-whistled at her, Emma graced them with a flirty smile, amused.

She had gone with a conservative look. Not her preferred taste, but it was better not to risk upsetting the boat. For all the good it did as she still drew attention. Even if it was a more sedate type of attention that any attractive female would garner. If they got this worked up over her pleated, sea green mid-length skirt, Emma wondered how they would take her more daring wardrobe.

Emma scoured the corridors, looking for her target. She saw him with a pretty red-haired girl with green eyes that were gaping at her. She frowned. _Mystique didn't tell me that he had a girlfriend,_ Emma thought to herself. _But no matter. I have a job to do, and nothing is going to distract me._

She put on a tempting smile, sashaying her hips as she walked past him. She saw Leo looking at her as she walked, amused. Not the reaction she was hoping for. She simply smirked, walking forward. She didn't feel his eyes on her, and she frowned. _Well, this was going to be hard._

 **XXX**

 _Bayville, New York - Bayville High School, Cafeteria..._

Leo was reading a book on Particle Physics and Advanced Theory, written by Reed Richards himself. He respected the man for his intellect and his genius, probably one of the only humans that he respected. _Then again, he's considered a mutate_ **(2)** , _so he doesn't count as a human_ , Leo thought to himself. He turned a page, tuning out most of the sound around him. He heard footsteps in his direction, heading towards his desk. A quick sniff of the air let him identify who it was.

He still focused on his book, turning the page and ignoring the person in front of him. "I don't know whether I should be jealous that you're more focused on a book than on me," a voice said in front of him.

Leo merely smirked as he read. "Go with 'or not'. I would've thought that you'd be happy that not all eyes are on you."

"True, but I do like attention. Only from the right crowd, that is," Emma said, plopping her tray on the table and sitting down.

Leo could practically hear the whispers and feel the stares of envy being levelled on him, even without his senses. "And what about this attention? Do you think that it's coming from the 'right crowd'?"

"You tell me," Emma replied, a saucy smirk on her face. "I'm Emma Frost."

"Leonardo Sebastian."

And it was then, behind his amused tone, that Emma became unnerved.

Even when she was not using her telepathy there existed background noise. A kind of mental whispering, or white noise. But Leonardo Sebastian was a void, an empty space within that constant hum. It was like staring at an abyss.

To her, Leonardo appeared to be an optical illusion. She could see and hear him, but she could not sense him. Emma had come to rely on her telepathy the way others did their eyesight or hearing, and Emma had a hard time adapting to the sudden loss.

As she was adapting and trying to stay focused, Leo said something that threw her off. "So, what's Mystique's ploy this time?" At Emma's wide eyes, he chuckled. "Oh, please. Any new student already gets an initial meeting from her, since she's in disguise as the principal. The fact that you're a mutant already tells me that Mystique has taken notice of you, she wouldn't pass up the chance to convince you to join the Brotherhood. But that's not what she did, is it?" Leo's eyes squinted in thought. "No, your interaction with them is practically non-existent. I would know. Even if you loathed them, you'd still interact with them because you're on the same team. What I _can_ conclude..." Leo's grin became predatory. "... is that Mystique hired you specifically for me to lower my guard."

A cold sweat suddenly washed over Emma, her haughty and playful look replaced by her usual cold, aloof one. She was silent for a moment, before she said, "You're much more smarter than Mystique said."

"Flattery gets you everywhere, but you haven't answered the unspoken question," Leo said, still smiling. "What are you going to do now? While you're beautiful, I'm not going to be tempted."

Emma quickly went over what she was going to do in her head. Leo had already figured out her entire mission just from talking to her. She had to think of something. While she knew he was dangerous, she had assumed that his apparent insanity would make him more easier to manipulate. But no, despite his insanity, he was deadly smart. Add that into his his rather powerful abilities, and Emma knew that she was royally screwed. Unless...

"You're right," she said simply, making Leo raise an eyebrow. "There was no point in trying to seduce you. Mystique was wrong about you. So, I would like to ask a favour of you."

Leo raised an eyebrow, not knowing whether to be impressed or infuriated. "You have balls, Frost," he said simply. "But let me ask you something." Emma felt a pressure pushing against her mental barriers, a pressure that was slowly lessening. It was in shock that she felt his presence in her mind. Not reading anything, just existing there. "Why should I agree?"

Emma was now truly scared. For the first time in a long time, she was scared of someone. Sure, she had been in the presence of her father and Magneto, but Leo was different. The kind of different that she did not want to mess with. "Because what I plan will benefit you immensely."

She gasped in shock as his presence in her mind vanished. At that moment, the bell rung, signifying that lunch has ended. Leo just kept on looking at her. Finally he stood up. "Come with me," he commanded, walking off.

Emma scowled, angry at the sheer audacity he had to order _her_ around. And yet, she knew that if she didn't, she was dead. Gulping slightly, she got up to follow him.

 **XXX**

The two were in the football field, under the bleachers. A quick telepathic scan showed that there was no one around. He looked at Emma, who had gone quiet. "Talk," he simply said.

Emma didn't waste any time, getting straight to the point. Before Mystique came to me, I was here searching for a way out of a problem of mine. My father has rather... complicated things for me, shall I say. I've been debating with myself whether or not to simply run off, unfortunately I doubt it would work for very long. Frost Corp has a very long reach."

Leo knew that name was familiar. "Frost huh? I recognise the name. It's big in perfumes, pharmaceuticals, and scientific instruments. I'd say I'm surprised at the whole 'heiress being dissatisfied with her life' business, but we both know that that's bullshit."

Emma frowned at how he basically summed up her life, but kept it to herself. She was desperate, so she was willing to put up with his attitude for a while.

"So what is it you need my help for?" Leo asked.

"I have two objectives. One is to get rid of my father, the other is to figure out a way to survive dealing with the Hellfire Club," Emma said, frowning. "The former I can handle myself. The latter is the main objective right now."

"The Hellfire Club?" Leo enquired, frowning.

"They conspire to control world affairs, by masterminding events and planting agents in government and corporations, in order to gain political power and influence to establish a New World Order," Emma informed him. "Similar to some of the most widely known and elaborate conspiracy theories, they lurk in the shadows and pulling the strings and levers of power."

"Any members that I'd know about?" Leo asked, curious.

"The most well-known member is Sebastian Shaw," Emma said, only to frown at Leo's surprised look. "You know him personally?"

"I know of him," Leo said. "Apart from being the founder of Shaw Industries, he was the one who triggered Magneto's mutation. He and his family were Jews from Poland, and were taken to a concentration camp. Sebastian murdered his parents and tortured him to study his mutation."

"Any chance you can tell me how you know that?" Emma asked, shocked by the information.

"Read it from Magneto's mind," Leo answered simply. "He doesn't wear his helmet every time. Anyway, I figured that you would thrive off of being in that club."

Emma scowled. "I would... except I wouldn't reap any of the benefits, and instead, would be raped."

Leo blinked. "Wow. Okay, but why don't you leave?"

"My father is part of the Hellfire Club himself," Emma explained. "As you already know, he and I don't have a great relationship, to put it simply. I will have to join the Hellfire Club and be in service to Shaw."

"And you fear for your life, virtue and safety while under Shaw?" Leo summarised.

She nodded. "Essentially, yes."

Leo frowned for a moment. Would he truly benefit from trying to help her? Sure, he could manipulate her into helping him fund several future companies, or provide him with several pieces of technology that he desperately. Frost Corp wasn't on the same level as Stark or Hammer Industries, but it was still a force to be reckoned with. But did he have the motivation to do it? He had his own plans and motives, which might be interfered with by helping Emma.

Still, it wouldn't hurt to have a future possible ace in the hole. Plus, helping her in taking over the Hellfire Club would benefit him even more... "Alright. I have a plan in mind," Leo finally said.

Emma raised an eyebrow. "Do tell."

"It's simple, really. To take out a snake, cut off its head. You say that Shaw is your main hurdle?" Emma nodded. "I can think of ways to break Shaw Industries, kill Shaw and completely take over the Hellfire Club. You would be placed as..."

"The White Queen," Emma supplied, a frown on her face.

"Yes, that. I can take Shaw's place and take control of the Club from the inside. With my backing, you can take care of your father in whatever way you want with ease."

"Yet you would benefit from all this, wouldn't you?" Emma asked, annoyed. "If I agree, you would take control of the Hellfire Club _and_ Shaw Industries. If I don't, I'd be the one to suffer from all of this."

"Life isn't fair, Emma," Leo said simply, a smile on his face. "You don't go looking to the Devil for help, and expect nothing will be taken from you."

"And how do I know that you'll go through with your end of the deal?" Emma queried. "Also, how am I going to protect myself before the entire deal?"

Frowning, Leo went over how he was going to go through with his plans. Finally, he came up with an idea. "I will have something made for you that will save you from rape. If you were attacked, however..." Leo took out a phone from his pocket, giving it to Emma. "That is a disposable phone that I created. It's connected to only one other line that I possess. It can't be tracked or traced except by me, you'll get no charges, and I will respond immediately. Use it only when you're in serious danger. By then, I'll have tracked you, and be there at your side."

"So, you can teleport?" Emma managed to pick from all of his words.

Leo paused, realising that he had let it slip that he could teleport, before he smiled. "As I said, I will be there at your side. In return, I would hope that you would help me with some funding and aid on a possible future project of me."

Emma frowned. "So you don't even know yourself what you'll be doing? Then how would I be able to help you?"

"It'd be better to have your backing for a future project, than trying to do something on your own. So, do we have a deal?" Leo outstretched his hand towards Emma, who continued to look at it. She mentally went over her options, knowing that she had no choice. She wouldn't even be here if she could've handled it on her own anyway.

Sighing, she went to shake his hand. "I'll hold you to your word, Sebastian."

"Have no worries, Frost."

 **XXX**

 _Vault, Underground Prison..._

Mystique was on a personal mission that she felt would help gain an edge for the Brotherhood. Despite the new additions, she could tell that none of them would be able to work together to combat the X-men. While they had the advantage in numbers, the X-men had the advantage in teamwork. Each of them could work somewhat well with the other, while the Brotherhood went at it by themselves, more interested in their own goals than the team goal.

She didn't trust Leo, and knew that she couldn't rely on him to follow through with his orders. Emma might've succeeded on seducing him, but she wasn't fully counting on it. So, she had to go for a backup plan, which would disable the X-men and get her Cerebro.

So she had decided to get some other help. While her charges were at the same camp as the X-men and hopefully keeping them busy, she had infiltrated the Vault and now stood in front of her target. She stepped past the other guard, whom she had knocked out with a chop to the neck, and, still wearing the body of the guard she had replaced to get in, pressed the button that would halt the flow of sedative into the water of the tank.

Within seconds the man, a monstrous giant almost as large as Fred, but covered with muscle rather than fat, awoke. His brown eyes snapped open to latch on Mystique in her morphed body. "What the hell are you playing at, huh? A guard trying to have fun with the prisoner? Wake him up then knock him out again when he thinks he can get free? Well fuck you!"

The man began to thrash in the water, but stilled as Mystique raised one hand to hover over the sedative button. "Now, now, not everything is as it appears. I want to make a deal, Cain. I understand you have an issue with your brother Charles?" The man's eyes narrowed and he stilled in his tank, save for his clenching hands. "Well, he has something I want. If you follow me, I'll lead you straight to him, but after that I want you to give me an opening to get it, okay?"

Cain nodded. "Lady, if you know where my brother is, just tell me and I'll do the rest."

Mystique smiled and sent her hand over to another button. The water emptied out of the tank. As soon as the water was drained, a change occurred in the man in the tank, starting from a strange red jewel embedded into his chest. Red armour began to appear on him, covering his chest, legs, and forearms, culminating in a massive dome-shaped helmet heavily bolted to the torso. "In that case, make us a hole out of here, and I'll direct us from there. I've got a plane waiting that'll get us to our target much faster." With that, she changed shape into a crow and flew up to latch onto one massive shoulder. Cain grinned, turned and, barely slowing down, slammed into and through first one wall, then another as alarms began to wail throughout the Vault.

 **XXX**

"Ah can't believe ya'll wanted tah do this instead of try and hot rod the bus tah get back tah civilization," Rogue muttered as they finally sat down on the top of a summit where the camp counselor, Sergeant Hawke, had put a flag for them to get. Well them and the Brotherhood, except Leo. Why the hell had both our groups come to the same survival camp? After several different issues, trials, and tribulations mostly caused by their ongoing rivalry with the Brotherhood, who just didn't have much teamwork or common sense, both groups gotten to the summit.

Jean frowned. 'I'll admit, in retrospect that was probably the best idea. Certainly would have saved us a lot of trouble."

Rogue smirked at her and Lance and Toad of the Brotherhood laughed a little at 'Ms. Perfect Student' thinking breaking the law was a good idea.

Scott frowned. "While it would have been easier, it would have broken the law and probably gotten us in trouble not only with the authorities, but the Professor and Logan as well."

Kurt shook his head. "We vere just joking, mine fruend." He then looked to the Brotherhood. "By the way, where's you're fruend, Leo?"

Toad frowned as Lance shrugged. "No idea. That guy just does whatever he wants, and doesn't get told off for it."

"Ah didn't think that yah team structah was so bad," Rogue commented with a smirk.

Toad whirled to glare at the girl. "Shut it, goth!"

"Easy, easy," Jean said, getting between the two.

"Let's all, like, calm down," Kitty managed to say. The groups did just that, though not easily. The others all sat down to eat for a bit, Kitty having managed to sneak some food from the mansion into her bag. Even Scott and Lance forgot about their rivalry for the moment to enjoy the nice view and the good food. As they were finishing their late lunch however the X-jet suddenly roared up with Storm at the helm, dressed in her X-men suit, her face grim.

 **XXX**

 _Bayville, New York - Xavier Institute for Gifted Children, Field..._

Leo floated in the air, looking down as Wolverine frantically tried and failed to fight the Juggernaut. He hummed, watching. _Let's see. Should I intervene? This has Mystique written all over it._ As he continued watching, he saw the X-jet land, and both the X-men and Brotherhood arrived, taking in the scene before them. Shocked, the X-men sprung into action, the Brotherhood surprisingly joining in.

Leo watched from where he floated, seeing the teens try and take out the Juggernaut. Scott took control of the battle, shouting out orders to the X-men, with the Brotherhood clumsily joining in. He even saw Blob try and tackle the Juggernaut, which he was slightly impressed at. After watching for a few moments, he sighed. _Well, this is getting nowhere. Can't have them dying just yet._

With that, Leo flew towards the Juggernaut, throwing a powerful punch that, while didn't harm him too much, stunned and pushed him back slightly. Leo landed on the ground, ignoring the shocked looks of the teens present.

"W-What - where the hell were you, Sebastian?!" Toad shouted, shocked and annoyed.

"Watching," Leo answered, pissing most of them off. "I thought that you could handle this, but then I realised that this is out of your league. So I'll step in and stop him."

"You can't take him on all by yourself! We need to regro-" Scott tried to yell at him, but Leo interrupted him. "Summers, you may be the leader of your ragtag little X-men, but you're not _my_ leader. Remember that."

Juggernaut caught his bearings, and looked at Leo. "Oh? Fresh blood," he commented, grinning arrogantly. "So, little man. Think you can stop me?!"

Leo smiled a little. "We'll see about that." With that, Leo flew at the giant, throwing a powerful and fast punch that dazed Juggernaut slightly. Before Juggernaut could even retaliate, Leo kept on throwing fast punches that didn't do much but annoy him. Juggernaut went for Leo's face, but the teen dodged, kicking him in the chest. While this didn't do anything physical to him, he was pushed back slightly.

Leo and Juggernaut charged, clasping hands and trying to overpower each other. "So, unstoppable force vs. immovable object, huh?" Leo commented, grinning. He _finally_ had the chance to cut loose, and he was damn well going to enjoy it.

"Hah!" Juggernaut laughed, struggling to push him back. "You wish, boy! Nobody can stop the Juggernaut! Nobody!"

The two of them yelled, the ground cratering underneath and around them. Juggernaut glowed a bright red light, the Crimson Gem of Cyttorak powering him. Similarly, Leo's eyes glowed gold, his power helping him push back.

The teens looked in awe at the scene before them. "It took all of us just to keep him distracted," Evan muttered, scared of Leo. Sure, he knew that he was powerful, but to take on the Juggernaut? "And yet, he's managing to hold him back on his own. Just how many powers does he have?"

Lance gulped. "Heck if I know, but let's hope that he actually manages to beat him!" He heard wind rushing, and looked to see Quicksilver running away. Lance scowled. _The coward!_

The two powerhouses did their best to overpower the other, but neither of them moved. The ground still cratered, the air still shook, and none of them were winded. Grunting, Leo used his foot to crush the ground Juggernaut stood on. While this did give his opponent an opportunity to overpower him, Juggernaut was unbalanced. Leo got out of the deadlock and sent a number of punches and kicks towards Juggernaut's torso and gem. The armour actually managed to crack a little under his blows.

Juggernaut made to grab him in a bear hug, but Leo moved out of the way quickly, kicking Juggernaut's ankle and causing him to trip. Taking this opportunity, Leo flew into the air. Once he was high enough and level with the Juggernaut - who was on his back and struggling to get up - Leo flew downwards, performing a Superman-punch that connected with Juggernaut's chest.

The attack actually managed to break his armour a little and practically destroy the ground underneath the giant. Even if he was dazed, Juggernaut managed to recover slightly and give Leo punch that, although was blocked, still managed to send him flying. Leo regained his motion via flight, and looked down at the armoured giant getting to his feet.

The gem on his chest glowed as he healed. He spat out a wad of blood. "That was good, kid. I actually felt that. This may get repetitive, but," he grinned, "you. Can't. Stop me."  
Leo landed on the ground, thinking of ways to deal with him. Juggernaut's strength was almost equal to his own, not quite but close. Still, an all-out-brawl wouldn't get them anywhere. The gem on his chest kept on healing him, and Leo had yet to actually receive any damage. His healing factor could deal with any injury. So, he had to be smart about this.

"What's wrong? Cat got your tongue?!" Juggernaut charged, his body glowed crimson as he gained speed.

Leo held out his hand towards his charging opponent, drawing on the kinetic and frictional energy that allowed the Juggernaut to move. As Juggernaut put his foot on the ground, he slipped, friction having been robbed of him. He landed on the ground, still slipping and not stopping as he moved towards Leo. It was only the teen applying friction and kinetic energy back to the Juggernaut that allowed the armoured giant to stop. He groaned, confused.

His hand vibrating with energy, Leo launched a powerful sound attack, the air particles that were in line with his hand vibrating. Juggernaut screamed as his ears bled, the sound going to high pitch. The other teens held their ears in pain, but it was Wolverine that was in agony. He roared as he held his ears, in so much pain that he instantly went into his Berserker Rage **(3),** the sudden pain overriding his control and allowing the beast to be unleashed.

He snarled, aiming for the one causing him pain. The X-men shouted at Wolverine to stop, but he didn't listen. His claws popped out of his knuckles as his vision went red, roaring at Leo.

Without even looking, Leo raised his free arm and promptly bitch-slapped Wolverine, the motion shaking his head. While his healing factor and adamantium skeleton protected him, his brain was shaking from the motion. As such, the sudden wave of nausea and blunt force knocked him out, leaving him to land unconscious next to Leo.

Leo ceased his attack, his own sensitive ears ringing and quickly being healed. Moving quickly, Leo gave Juggernaut an uppercut that sent him flying. Flying after him, he grabbed his leg and swung him around rapidly. The pain from his ears, along with the sudden dizziness from the spin left Juggernaut disorientated, making him feel like he was about to hurl.

Leo finished the spin, releasing the giant and sending him flying like a bird through the sky. Flying after him again, Leo easily caught up to him and moved past him in flight. Now floating in the air, Leo raised up a hand and caught the Juggernaut by his head. He flew down, grabbing the giant in a bear hug and making him spin. The two spun like a tornado, sailing towards the ground at high speeds. Their bodies caught on fire as Leo slammed Juggernaut into the ground, creating a shockwave that obliterated the surrounding air around them, and causing the X-men, Brotherhood and Mansion to fall back from the force.

Through the smoke, Leo stood up, looking at the prone, disorientated and beaten Juggernaut. He clenched his fist, sending it down towards the crimson gem on his chest, planning to fully shatter it. Yet, as soon as he touched the gem, Leo found his mind elsewhere.

 **XXX**

Purple mist surrounded Leo as he looked around, wondering where the hell he was. That crystal was obviously some sort of connection to something or someone else since he could feel an energy - most likely magic - around here. But whom it was connected to and where he was now were a mysteries. He seemed to be floating in midair, but there was no air around him, only the purple mist.

"You are in my realm, boy," a voice sounded all around him and just as suddenly a bit of the mist disappeared and Leo found himself facing some kind of extra-dimensional being. It was made of mist like the purple mist all around for a moment, then it solidified into a formless man wearing red armour. His features were blank, his eyes empty sockets, and it seemed the only thing that defined his form was the armour. And the giant jewel set into a gold circlet around its head. Even with the body of the being in front of him, the voice sounded out all around. "I am Cyttorak, boy. I am power!"

"Interesting," Leo muttered, not at all bothered by the display of power from the being in front of him. "It seems that there are other mystical beings, meaning magic exists. Guess I can add something to my bucket list."

Annoyed at the mortal in front of him mocking him, the great Cyttorak, he shouted, "You _dare_ ignore my presence, mortal?! Me, the all-mighty Cyttorak!"

Leo extended his telepathic senses, finding it a little hard to discern where he was. Guess magic was something far different from normal technology or energy. What he _was_ able to discern, however, was that his consciousness was pulled from his body to here. He could still return back to his body if he mustered up enough energy, but decided to inspect the being before him. "Alright. What do you want?"

"You think you can simply brush me aside? I've seen your battle with my avatar, boy. You cannot beat him like that, boy. Despite your power it will not overcome the power I have invested into my Avatar in the universe. Yet your power intrigues me and the idea of seeing what you could do with my power backing you would be most interesting. Thus I would bargain with you."

Cyttorak began to speak, hopeful to make a bargain with him despite his rudeness, but Leo had already tuned him out, thinking of how he could benefit from this. As the being wound down and seemed to stare at him expectantly, Leo looked at Cyttorak with a grin. He walked forward and suddenly shot his hand out grabbing the other entity by its arm. As he had expected, his mutant ability started to absorb the magical power of the being, flowing into him. Cyttorak roared, trying to get away by smashing a fist into Leo's face.

The attack didn't faze him as he continued to absorb his power for his own. The magic energy made him feel strange, not like normal energy. It made his power balance feel odd, powerful yet strange for him to wield at the same time, like he had just unlocked his ability for the first time.

Cyttorak gasped in agony as he felt almost all his power being taken by Leo. As Leo stopped absorbing him, he grinned, his fingers glowing with Chaos Magic. "Thanks for the meal. It's been fun." Leo snapped his fingers, Cyttorak gasping as the Chaos Magic warped reality and practically wrote him out of existence. He howled a curse out one last time, before fading away, ceasing to exist.

 **XXX**

Leo's mind came back to the real world where nothing had happened for a few seconds, then the gem on Juggernaut's armour shattered into a million pieces.

Cain cried out in agony and then fear as he began to shrink inside his armour, his Cyttorak-given strength and size boost gone, leaving him with only his mutant strength which, while formidable, was nowhere near what it had been. Leo latched onto Cain's helmet and using his strength, ripped it off his head, tossing it aside. Leo then reached for Cain, and with no effort, snapped his neck like a twig, killing him.

Leo smiled, reaching to grab the body and throw away, leaving the armour for himself. Something he could look into and improve for later.

Just as he was about to round up the Brotherhood and leave, someone shouted, "NO!"

Leo looked up to see Charles, wheeling himself out of the now somewhat destroyed mansion. He looked at the dead body of Cain Marko, and then glared at Leo. "How could you?!"

"It was simple, really," Leo responded, not bothered by the glare on Charles' face. "I just reached in and grabbed his neck, snapping it. It wasn't that hard."

"That's not what I meant!" Charles snapped. "You cannot simply kill your enemies all the time, Leonardo. You must give them a chance to reform. You are not judge, jury, or executioner. That is the power only of the state, not us." Scott and the other still moving X-men nodded at that, seeing it as simply good sense. The Brotherhood shrugged, uncaring, and just stared on at the discussion.

Leo scoffed. "It's that kind of thinking that makes me hate humans. Always thinking themselves self-righteous, putting up laws to contain their vices, their dark side, their sins. So if I had spared him, every life he had taken, and every life he would've taken, would've been on your head. Would you have been able to handle that, Charles?" Charles flinched. "Could you have handled the screams of pain, of anguish that his victims would give to you for sparing him? Would the precious state have been able to redeem yourself? Forgive you for it?"

Leaving Charles and the X-men stunned, Leo looked to the standing Brotherhood. "Let's go."

Left with nothing else but to listen, the Brotherhood went towards him. He had already retrieved Cain's armour, leaving the body behind. As they grabbed onto him, he winked at the X-men, specifically at Jean and the girls. Then the group teleported away.

 **Finished. Here, we had encounters, new recruits and the fight with the Juggernaut. Oh my.**

 **(1) - I'm unsure about the age of Forge, so I put him in his mid-twenties.**

 **(2) - Leo will be more lenient and comfortable around mutates (like Spider-Man, Hulk, etc.) Any normal human he'd kill.**

 **(3) - I figured that sound could also trigger the Berserker Rage, not just the trigger scent or other methods.**

 **Leo will also be able to take control of the Hellfire Club, granting immunity to Emma and being able to take control of certain events behind the scenes. Plus, it'll give him plenty of resources to work with, along with the added resources she will loan him. And while it may seem extreme for what Emma would've faced if Leo didn't interfere, the Hellfire Club _does_ have outdated laws. Some of which would be about male superiority and dominance.**

 **As for Cyttorak, he's gone. Erased. Leo absorbed all his power and wiped him from reality, gifting him his magic abilities, the use of the Crimson Bands of Cyttorak, and the Juggernaut's powers. Basically, he's the new Cyttorak and Juggernaut. He'll use the armour for creating stuff that'll be used for later, since he doesn't need it for armour.**

 **Now, Guest review time:**

 **1) I went through with it, and I'm glad you like it. Thanks again for giving me the idea. And the genres have been changed, don't worry. Leo won't be a brooding emo, more like insane and troubled. Huh, that sounds like the same thing. But anyways, glad you liked my choices. And Kang the Conqueror and Apocalypse weren't random choices, trust me. I'm a little unsure as to whether to allow Franklin and Valerie to cease to exist. Either way, I could still make it work. But if Franklin never existed, there'd be the issue of how Leo got his blood... I'll see what I'll do. Glad you like the choices.**

 **2) Good, glad you've paid your respects to an awesome legend. And thank you.**

 **Now, with that done, y'all have to wait next chapter. Don't think there's anything else to add. Thanks to all those who f,f,r and r the story. Love all you.**

 **Read and Review!**


	6. Chapter 6

**Chapter 6:**

Leo and Jean walked up to his private apartment, walking through quite a large housing estate. Leo was perfectly calm as he walked, while Jean was a nervous wreck. While she had agreed to the help Leo had offered, she was still wondering if she was going to regret this. Not to mention that being near him caused her to remember the words he had spoken to Xavier.

 _It's that kind of thinking that makes me hate humans. Always thinking themselves self-righteous, putting up laws to contain their vices, their dark side, their sins._

At first, Jean had disagreed with that notion, believing that Leo was in the wrong for killing Juggernaut. Yet, the more she went over it, the more she saw Leo's point. She didn't agree with him, but she could understand him. Despite him hiding it, she could feel the bitterness and hatred in his tone. She knew that there was more to him. But she wasn't sure if she wanted to find out about it.

"Jean?" She blinked, seeing Leo smile at her. "Space out for a bit?"

"Y-Yeah. Sorry about that."

"It's fine," he waved away, stepping into his apartment. Jean mentally surveyed the place. Despite the simple nature, it was quite comfortable. As well as spacious. It had a kitchen, a small living room, and what looked like several rooms. All in all, it looked very nice.

"Nice place," she complimented. Leo smiled, not saying anything. He sat down on the couch, patting the space beside him. Jean sat down, doing her best to keep a respective distance between them. Leo smiled but didn't say anything.

"Now, the first thing you'll need to do to help perfect your telepathy is meditation," Leo explained, a stern look on his face. "It's cliché and overused, but it'll help you find your centre. Keep your mind calm."

Nodding, Jean did just that. Closing her eyes, she did her best to settle her mind. After a moment, she frowned. "I don't think I'm getting it."

 _I can see that,_ Leo's voice spoke in her mind, startling her a little. _I thought that a little mental chat could help you. Anyways, meditation isn't something you can instantly pick up. However, I can feel that you'll get it down easily._

 _How do you know?_ Jean mentally asked, a little flattered that he thought so highly of her.

 _Call it a hunch. Now, close your eyes, and calm your mind. Let your thoughts be controlled._

Closing her eyes, Jean did so again, trying to contain and control her thoughts. It took a while, and she thought that she lost her concentration a few times, but she managed to calm her mind.

 _Excellent,_ Leo said, making her blush. _But don't get complacent. Keep training and practising every day. The next thing you'll need to do is organise your mind. This is to keep other telepaths from easily picking up your thoughts. Right now, your thoughts are quite organised, most likely due to your ambitious and talented nature._

 _What would you suggest?_ she asked.

She could feel Leo's equivalent of a shrug. _I would suggest a library of sorts. Or a tower. Really, it's all up to you. Be crazy._

 _You picked a black hole of sorts for your mind. How did you manage to do that?_

 _An abyss, really. And it took a lot of practice. I pick this kind of stuff up easily, but it still takes time. Remember, we're just starting._

Nodding, Jean decided to communicate verbally. "I... I've been thinking about what you said. To the Professor."

"Oh?" Leo raised an eyebrow. "What of it?"

"You... spoke with a lot of pain," she said, choosing her words carefully. She knew that she was stepping into dangerous territory, but she had to ask this. "Like you've experienced humanity's hatred."

Leo was silent for a moment, but his eyes spoke volumes of what he was thinking. Hatred, sadness, pain, anger, and a whole bunch of other emotions that sent shivers down her spine. Finally, he sighed. "My words... were spoke from personal experience. Not just to me, but to others. I've... seen things, Jean. I've seen humanity at its lowest, at its weakest. Xavier is trying to coddle you, coddle all of you. He's deliberately blinding you all to the truth of the world. The ugly side of humanity." Leo chuckled at that. "No, that would suggest that there is an equal good side. I meant the true side of humanity."

"That's not true!" Jean argued passionately. "I'm sorry about what you've experienced, but that doesn't mean you can lump all of humanity as a whole! Blaming others for what they've not done is wrong!"

Leo's eyes sparked with anger. He looked like he was about to hit her, but quickly calmed himself. "Tell me, Jean. Have you looked at all the anti-mutant protests?" At her hesitance, he continued. "Have you heard of the racial slander mutants receive? All over the world, mutants are treated as freaks, inhuman, monsters. _Demons_." The last word was spoken with venom. "So, when I tell you that humanity is ugly, know I'm telling you the truth."

Looking at Jean, at her hesitance, at her fear, he had an idea. "How about this? You experience the hatred humans have for us. The darkness, the cruelty, the anger, the disgust, and come back to me. Then tell me that humanity as a whole is not in the wrong."

"I... I don't know if I can do that," she whispered, horrified.

Leo caressed her cheek. "It's okay. I know you can. You're strong, Jean. Much more than you give yourself credit for. But you're blind. Blind to the faults of the world. I can help you open your eyes, Jean. Not just to your potential, but also the truth. But that can only happen if you're by my side. With me."

 ***LEMON WARNING***

Leo took that opportunity to kiss her roughly, shocking her. Jean made to push away but Leo persisted, pushing her down on the couch. He straddled her, looking at her with a predatory gleam that scared her.

"L-Leo, wha-" "Shh," Leo said, caressing her cheek. "Don't worry. I just want to... be with you, at the moment. I told you that I wanted to make what we had last time a reality." Looking down at her jean-clad legs, he grinned. He grabbed the waist of them and yanked them down gently, surprising her. Jean felt the need to cry out, to push him away, yet she couldn't. She found that a part of her - a large, desperate part of her - wanted - no, _needed_ this.

Looking at her red panties, he pulled the fabric away, revealing her untouched pussy. Leo took a moment to appreciate the sight before him. Something about the innocence, either in her pussy, or her eyes, practically called out to him with a hunger. He suddenly realised that his sadism was enjoying breaking the girl in front of him, both mentally... and physically.

Leo pushed two fingers into her pussy, testing it. Despite her reservations, Jean couldn't bring herself to resist him. The action forced a small moan to bubble up from Jean's throat and she squirmed under him, trying to close her legs, but Leo forced them apart. He was able to rub the right spots in her pussy, and when he started to message her clit with his thumb, her moans grew louder.

Leo took away his hands, making her whine slightly. Only for her to cry out a second later as Leo pushed his head forward and replace his mouth with his fingers. His tongue was like a python, snaking through the fleshy and now leaking cavern with passion. The redhead cried out, pleasure shooting across her body. The mental sex they had was _nothing_ compared to the real thing!

Leo's mind was practically high on the addicting taste of Jean's pussy. It was like an aphrodisiac, seducing him into lapping up more of her leaking juices. The repeated motion of his tongue sent shivers down her spine. After only three minutes, Jean arched her back, crying out loudly as she came violently. Leo lapped up her juices quickly, enjoying the taste immensely.

Leo finished, most of her cum on his chin as she convulsed on the bed. Jean trembled from her release and bit her lip with a furious blush on her cheeks at the realisation at what she just did.

At the dazed look in her eyes, Leo grinned. Oh, he was going to enjoy corrupting her. The thought strengthened his lust, making him grunt. He pulled down his trousers and underwear, revealing his diamond hard cock that looked to be about twelve inches. He laughed at Jean's wide-eyed look. "You shouldn't be surprised. This _was_ in your wet dreams. Now, since I took care of you, I'm going to need you to do the same."

Jean took a shaky breath as she tried to rise from the couch, only to fall on shaky legs. Leo laughed, causing her to become embarrassed. She crawled towards him on her hands and knees, a hungry look in her eyes. She slowly leaned forward, licking the tip with her tongue. She continued licking, uncertainty wracking her mind.

Leo sighed, seeing this. He had to remember that she was a virgin. So it looked like it was up to him to train her. "Let me," Leo said, putting his hand on top of her head. Jean looked up at him... before choking as he thrusted forward, spearing her mouth with his dick.

Leo hissed, enjoying the feeling of her mouth around his dick. He chuckled darkly at her frightened look. She wheezed, slapping his thighs to warn him of her shortened oxygen. He sighed, pulling back slightly, before he speared her again.

Really getting into it, Leo grunted as he thrusted back and forth, the girl's soft tongue granting him untold pleasure. He moaned, a lustful look on his face. Jean bobbed her head, doing her best to take as much as she could. She gagged as the tip of his cock hit her throat. She backed up slightly, doing her best to take all of it.

Leo kept thrusting, at some points choking her. He loved the wheezing and gagging noises she made, something that he found exciting, in a way. He yanked on her beautiful hair, enjoying both the sensations of her soft hair and mouth on his dick.

"So eager, you little slut," Leo commented, making her moan. The vibrations on his cock spurned him forward, seeing that she loved the dirty talk. He yanked her hair harder, making her yelp slightly. "You love my cock inside your mouth? You love the thick taste of it, whore?!" He grunted, grabbing her face and ramming it fully in there. He kept on thrusting his hips, eyes rolling into the back of his head as he kept on thrusting. Jean did her best to keep up, saliva dribbling down her chin. Tears ran down her cheeks from the pain, finding the action painful and yet pleasurable.

The tightness of her throat was getting to him, bringing him onto the edge. Leo continued to grip her hair, growling a deep and guttural sound that sent wonderful shivers down her back.

"I'm going to cum," Leo grunted, glaring down at the innocent eyes below him. "And I don't want you to waste a single drop. Understand?"

Jean wasn't able to respond as he sighed, blowing his load down her throat. Jean's eyes widened as she was forced to quickly gulp down huge blasts of cum shooting down her throat. She did her best to focus on guzzling down the large amount of cum being pumped down her gullet. She was mostly successful aside from the cup's worth of spunk that came back up her throat and spilled out through her stretched lips. After five minutes of unsuccessfully drinking Leo's cum, his flood tapered off.

The white substance was now all over her face and lips, as well as the front of her shirt, allowing her bra to be visible through the wet cloth.

"Hmm," Leo hummed, inspecting her. His cock twitched, hardening at the still innocent and eager look in her eyes. "Seems you've wasted a lot of cum, slut. Since it's your first time, I'll be lenient. Don't waste any of it next time."

Jean wasn't able to respond, as she was still trying to swallow the thick and surprisingly tasty cum down her throat. After a few minutes, she finally managed to swallow it, and looked up at Leo with a lustful look in her eyes, panting.

Grinning darkly, Leo grabbed her by her neck, lifting her up with absolutely no struggle. He ripped off her wet shirt, making her yelp excitedly. He tore through her bra, exposing her breasts. Leo inspected the C-cup breasts, topped with red cherry nipples. They sat there, proud and perky. Untouched by any man. Except him.

Leo groped her breasts, groaning at the softness to them. They didn't fill his hands, but they were definitely a good handful. Jean moaned, feeling his rough hands on her smooth skin. The friction sent sparks through her body, particularly when he rubbed her nipples. Leo leaned down, catching a boob in his mouth and sucked on it like a baby.

Jean cried out, enjoying the sensations immensely. Leo's ears twitched at the sound, softly biting into the flesh. Jean's screams reached a new octave, her body shaking and shivering with wanton lust. Leo turned his attention to the other breast, nipping and sucking on it strongly. He practically gobbled down the orb, moaning at the taste of soft, nubile flesh.

Pulling away from her chest, he grabbed her and practically carried her towards the bedroom, groping her toned ass as he did. Entering the bedroom, he dropped Jean on the bed, spreading her legs.

Leo lined up his cock against her pussy, looking at the leaking juices. Slowly, he pushed his engorged head inside, moaning a bit at the velvet-like sensation. He paused as he stopped at her hymen. Looking deep into Jean's eyes, he decided to spare her the pain by thrusting in quickly.

The redhead cried out in pain, tears falling from her eyes. Leo held her hand tightly, doing his best to comfort her. After a few minutes, Jean moaned at the sensation of being filled. "Fuck me," she whispered sexily. Leo grinned, happy to oblige.

Leo grunted with his thrusts, grabbing Jean's hips and quickly hammering into her, almost hitting her womb at each thrust. Jean's eyes went wide, her mouth in an O-shape as she had a lustful look on her face. "Yes!" she cried out in pleasure. "Fuck! Fuck! Fuck! FUCK!"

Grabbing her breasts, Leo growled, fleshy slaps sounding across the room. His cock pounded deep into her. Pinching her nipples, he made sure to shove his entire cock into her cunt, grinding his shaft along her inner walls to make her scream in pleasure. Jean was having just as wonderful a time as he was, her eyes closed and focused on the cock piercing her womb with each thrust. She had no idea sex was this good!

"Fuck me! Fuck - AH! - keep going! Don't stop!" she shrieked, a wide grin on her face. Bending down, Leo continued thrusting as he bit her breasts. His grip on her thighs tightened as he released the flesh, licking at the sweat trickling down her body. His mouth then found itself on Jean's lips. The two of them moaned, both lost in the pleasurable sensations.

"Take my dick, you whore!" Leo yelled out, making sure to bottom out in her womb with each thrust forward. Their bodies were covered in sweat as they fucked, and the only sounds apart from their loud moans was the fleshy slaps of their colliding flesh. Feeling his balls churning, Leo groaned, his thrusts increasing in pace.

"Cumming," he grunted out, savagely thrusting into her. After a few minutes, he roared, firing rope after rope of cum inside Jean's pussy, almost filling her to the brim.

Jean also shuddered as she felt that lovely rush of cum shoot into her body again, though it was a different experience getting filled in her pussy instead of her mouth. Her cunt was filled with his seed, as was her womb, and she could feel her stretched walls get coated in excess seed leaking from their joined groins and pooling under her ass. Jean could feel a puddle of cum forming under her fine ass, but she couldn't bring herself to care as she was more focused on the cum currently being stuffed into her.

Leo finally stopped cumming, Jean's pussy practically stuffed at this point. He pulled out slowly, the two of them moaning at the wet, squishy sensations. More cum pooled out of her abused pussy, leaking and pooling under her ass.

Jean panted, exhaustion wracking her body. She sighed pleasurably, falling back to lie down. She only had a few moments to rest before Leo grabbed her by the neck and pulled her up, roughly kissing her. She responded for only a moment, before he pulled away, a dark gleam in his eyes as he grinned lustfully at her.

"I'm not done yet," he whispered, before he turned Jean around and pinned her down on the bed, turning his attention to her toned ass. "I still have one hole to fill..."

Eyes wide, Jean did her best to stop him. "N-No! Please, not there! I-I'm not ready for that!"

"Then I'll help you," Leo responded, lining up his still hard cock against her puckered asshole. Grinning maliciously, he thrusted into her without mercy. He moaned at the immediate tightness.

Jean screamed, this time in pain. More tears rushed down her cheeks as she tried to pull away. "P-Please, stop it. I-It hurts," she whimpered.

Taking pleasure on her, Leo raised her head and kissed her, gently this time. He kept on caressing her body tenderly, using his telepathy to send calming messages to her brain. "Don't worry, Jean. I'll get you used to this, so it'll feel good. Trust me."

After using his telepathy, Jean calmed down a bit, although tears still streamed from her eyes. Leo kissed them away, still pushing slightly into her unbearably tight hole. She whimpered again, but didn't say more.

Leo started to thrust slowly this time, grabbing at Jean's ass cheeks and groping them. He moaned at the tight feeling, still holding onto Jean tenderly. After a while, Jean's whimpers turned to small moans. Apparently, his telepathy was doing a good job.

He pulled out slightly, his dick coated with their respective cum. He grunted, pushing himself back in. He slapped her toned ass, making her yell out. Grinning a little, he slapped her ass again, enjoying the feel of it. Jean moaned, but closed her mouth quickly. It was too late, as Leo continued pumping into her, spanking her ass occasionally until it turned as red as her hair.

After a few minutes, Leo sighed, firing his load inside of Jean's ass. The poor girl sighed in relief, landing on the bed as Leo dislodged himself from her, his cum pooling out of both of her holes. She passed out, completely spent.

Leo sighed, his libido subsiding for now. He laid down on the bed next to her, wrapping his arm around her and pulling her warm body against him. He finally fell asleep, the first part of his plan taken care of.

 ***END LEMON***

 **XXX**

Leo stood in the astral plane, inside Jean's mind. The reason he was here was that, whenever he was around Jean, he couldn't help but feel like there was another presence to her. Another... entity. At first, he didn't believe in magic or anything of the supernatural kind. But now, with proof from Cyttorak that there was actually magic, maybe he needed to look at this from another angle.

He surveyed her mind, trying to locate the entity. From his observations, he also noted that there was something that he hadn't look at previously: what looked to be books being bound by chains, with what looked to be a badly patched fissure underneath.

Looking at the chains, he sensed Xavier's psionic signature around them. _So Xavier put mental blocks on his own student... the hypocrite_.

After all, he was always the one who preached about peace between humans and mutants, and how the powers of young mutants should be developed, so that they can protect themselves from the coming war. Yet, how could Jean have prepared herself if she was intentionally held back by her own teacher. Whatever, his loss was Leo's gain.

Gathering enough energy, Leo shattered Xavier's chains, releasing the mental blocks put on Jean's mind. Suddenly, a flash of heat and flame shot out from the now freed fissure, removing the books on top of it. It pulsed with power, opening a crevice that led to God knew where.

Curious, Leo stepped forward and jumped down the crevice, falling down and down. He fell for a few seconds through the fire which burned, but did not injure. A moment later, he touched down on what appeared to be a pool of fire. The pool spread endlessly in every direction, on what looked like the surface of the sun, roiling and pulsing with heat and fire and power.

Intrigued, Leo inspected his surroundings, curious. What exactly did Xavier try to have locked up from Jean's mind? This entity was surprising him more and more.

Suddenly, a voice reverberated across the pool of fire. " **You are not my host, my human half. You do not belong here.** "

Leo watched in a small amount of awe as a shape emerged from the flames in front of them. The shape was - at first - an amorphous blob of fire, but soon seemed to settle on two shapes, changing back and forth between them constantly. One was that of a woman, her body a replica of Jean's, except older, and made of fire. The other was that of a majestic bird. A phoenix.

"Amazing," Leo muttered, now fully curious at what the being before him was. The phoenix's power was overwhelming, not making him feel fear, but curiosity. He didn't know that there were more powerful beings like him. Moreover, this being felt different from Cyttorak. Cyttorak felt magical, almost supernatural in nature. This phoenix, however, had vast amounts of power. However, its power felt largely psionic, dwarfing even his own mental powers.

"Who are you?" Leo asked.

The being peered down at Leo, anger rolling off its being. " **You have desecrated my host's body and mind. Your mind reeks of chaos and death. Leave, mortal, before I cast you out and annihilate you.** "

Leo scoffed, feeling the energy the being before him gave off. It would give him trouble, but he could handle it. "You must be the entity Charles tried to bind. In doing so, he also mentally blocked Jean's mind. So when they broke, you were freed. I knew Jean had potential, but to house a being such as yourself... incredible."

" **You dare speak so casually with me, knowing what you've done**?" the phoenix spoke, its anger practically visible on its being. The surrounding fire heated up in intensity, the scalding temperature affecting Leo slightly. " **I am Phoenix, immutable and both connected and represented to life itself. Yet you _still_ speak and hold yourself with such arrogance?! You will pay for your sins done to my host.**"

Leo prepared himself for a fight, planning on how to use this to his advantage. He wasn't on his home turf, so this... Phoenix had the advantage. Nevertheless, he refused to fall. He still had plans to enact, and no one was going to stop him. His hands lit up with Chaos Magic, that being the most useful tool he had at the moment.

Just as the Phoenix was about to incinerate him, Leo launched several bolts of Chaos Magic, both at the flames and the being before him. As the attack connected with the being before him, he could hear an ear-splitting shriek that caused him to wince. He looked up at Phoenix, who's human face grimaced with pain.

Leo frowned. Why was she injured? She was purely psionic in nature. There was no way that... He paused as he smiled to himself.

"That's your weakness, isn't it?" he called out to the being, who gave him a - quite literally - fiery glare. "Chaos Magic. It hurts you, wounds you." Another hex bolt flew, striking the Phoenix and causing it to screech in pain.

Grinning, Leo kept launching hex bolts at Phoenix, causing it to screech in agony. It tried to fly away, but it was no good. The fiery pool diminished slightly in size, and Phoenix's power greatly reduced in size. It hung its head, cawing slightly in pain. It turned its burning glare towards Leo, who grinned darkly.

"Kind of amusing, in a way," Leo said, hands alight with red light. "That a being such as yourself would have a specific weakness. Then again, Chaos Magic is quite powerful, so it makes sense."

" **You will pay for this, mortal,** " Phoenix hissed out painfully. " **You will not get away with this. I will make you suffer**."

"Of course," Leo waved away, hands raised towards the entity. Chains of Chaos Magic erupted from his hands, rising up to ensnare the Phoenix. The fiery bird tried to move away, but it was futile. It bellowed in pain, brought down by the chaotic chains.

Leo walked up to the chained bird, looking it deep into its fiery orb. "Don't worry. I'll keep you around for Jean's benefit. Wouldn't want to hamper her skills, after all. Oh, and while I'm not against you aiding her..." The mutant glared at the fiery bird, and Phoenix felt fear. Great, unbridled fear. "If you try to dampen her skills, or use her to attack me, I will test your supposed 'immortality', and make you beg for death. Understand?"

The Phoenix glared at him for a moment, before hissing at the tightening chains. " **F-Fine**."

"Good," Leo responded, smiling. "Now, to release Jean's potential..."

 **XXX**

 _New York, Rural side, Unknown House..._

Leo teleported in front of house he had tracked. The reason he was here was because of the amount of magic he was able to sense from here. Ever since he had absorbed the magic energy from Cyttorak, he had tried to manipulate the magic energy inside of him. Unfortunately, the most he could do was create solid magic constructs. And, while useful, wasn't what he was after. Magic was an excellent tool to use. Control over the forces of nature and manipulation of reality was something that he was eager to use.

Unfortunately, he didn't know how to use his magic. He could experiment, but that would lead to likely accidents that he couldn't allow to occur at the moment. So, he needed to find a practitioner of magic.

From him scouring New York, he was able to pinpoint a magic signature that was quite large. From this, he was able to deduce that the person living in this house was a master at magic. Or at least, proficient in it.

He eyed the normal-looking house, seeing the energy covering it. _There must be wards and some kind of illusions covering this place,_ he deduced, frowning. _This isn't something I can just charge into recklessly. I don't know what I'm facing, and going all out could cause me to either kill whoever is inside, or screw me over in some way._

He decided to go in the old-fashioned way. Walking up to the door, he knocked gently. After a few seconds, a man opened the door. He was bald, and of Asian descent. He wore what looked to be odd robes that were reminiscent of monk clothing.

Putting on a charming smile, Leo greeted the man. "Hello. My name is Leonardo Sebastian. I discovered something interesting about myself. You see..." Holding up his hand, sparks of magic crackled at his fingertips, making the bald man raise an eyebrow. "I seem to have an odd gift. I was even told that it was magic!" He laughed, like someone who had been told a great joke. "I know. Crazy, right? But that's what I was told. I was directed here, because I learned that there was someone who could teach me how to be a wizard. Are you that person?"

The man looked at him suspiciously. "You say that you were directed here? By whom?"

Leo shrugged in confusion. "I don't know. I just... felt a voice, directing me towards here. I thought I was going crazy, but with all of this magic, maybe it actually might make sense. Well, as much sense with magic involved."

"I see," the man said slowly. "Who told you about magic?"

Leo grew annoyed at these questions, but didn't show it. "I kinda discovered it, actually. Some weird red-skinned being showed up and demanded I be his avatar. He revealed to me the secrets of magic. I think his name with Cyto-something. Cy... Cyk..."

"Was it Cyttorak?" the bald man asked, fear on his face.

Leo smirked deviously. He knew that mentioning Cyttorak's name would get his attention. "Yes! That was the name. He was really creepy."

With a worried look on his face, the bald man gestured for him to come inside, which he did. As he walked inside, he followed the bald man, who led him inside the house, into a larger clearing. Standing at the top of a flight of stairs was a middle-aged man, with black hair and a goatee. He wore odd blue clothing with intricate markings across it, with black trousers and yellow gloves.

Leo blinked, feeling the amount of magic the man possessed. His magic capacity almost matched his own energy levels **(1)**! At this point, he knew immediately that this man was a master of magic.

"So, what do we have here, Wong?" the man said, looking at Leo from top to bottom. His eyes narrowed. "I didn't know we were expecting guests."

"No, we weren't, Master Strange," the now revealed Wong said, looking intently at the man. "But the boy comes bearing some disturbing news."

"'Doctor' Strange," Strange corrected. "And disturbing how?"

"I got visited by some guy named Cyttorak," Leo put in, stepping forward. He couldn't hide his awe at seeing - and even _feeling -_ the display of magic around him. Ancient languages were scribbled all over the place, on the walls and floors. Some he couldn't see, but he could sense them. On a pedestal nearby sat a weird golden object that looked like a closed eye. That object practically _oozed_ magic, and he didn't even need to sense it to know that that was the case.

"Cyttorak, you say?" Dr. Strange commented, frowning. He walked down the stairs, his frown increasing as he descended. "That's odd. Just recently, there had been some disturbance: it seems that Cyttorak is dead."

While Wong's eyes widened in shock, Leo mentally frowned. He had to be careful here. Strange looked like he didn't believe his story.

"Wait, what?!" he exclaimed in fake shock. "Really?! But I heard him speak to me!"

"Yes, I believe you," Dr. Strange nodded in agreement, walking up to him. "I can feel his magical taint on you."

Now Leo knew that Dr. Strange was onto him. While Wong had a look of fear on his face when he spoke of Cyttorak, Strange looked disturbed and had a knowing look on his face. Something that he didn't like.

"In fact, I can feel his magic right now, in front of you," Dr. Strange continued, eyes narrowed. "As if _were_ him."

Leo's blood turned cold at that. He knew. Maybe not the whole thing, but he knew that Leo was hiding something.

Surprised, Wong immediately backed away, hands alight with magical circles. Right after that, runes appeared beneath Leo's feet. Caught off guard, Leo's body became rigid. He couldn't move.

"Now, I'm going to ask nicely, and don't lie to me," Dr. Strange said softly, body alight with magic. "Who are you, and why have you come here?"

Leo tested his body, shocked that he couldn't move. He had never been immobilised before. Not by anything physical or mental. Then again, he was dealing with an unknown factor here.

"I won't ask again," Strange said, tone cold. "Who. Are. You?"

Leo put on his usual smile. "You know, you really need to learn proper manners. Is this how you treat all your guests?" At that, Leo's body constricted even more, the runes glowing even brighter.

"No, but this _is_ how I treat hostile threats," Dr. Strange responded with snark. He rolled his eyes. "Forget it. Talking won't do any good, so let's try other means." Strange walked forward and placed a hand on top of Leo's head.

Leo grinned, whispering, "Got ya," before he felt Strange try to enter his mind. Strange's astral projection was shocked at his mental defences. So much so, that Leo took the opportunity to use his surprise to delve into Strange's own mind. His defences were good, but Leo had experience getting past mental barriers. It looked like magic mental defences weren't too different from normal mutant telepathic defences.

Leo scoured Strange's mind for information on magic, anything he could find. His mind was vast, like an ocean. It looked like Strange was deemed the 'Sorcerer Supreme'. The title itself spoke volumes of Strange's magical prowess. So he did his best to grab information quickly and precisely. He could feel some kind of wall, doing its best to push him out. Must be his mental defences. It didn't matter. He found all that he needed. Including how to break the trap he was in.

Leo's mind came back to his body, and his body quickly brimmed with energy. Enough so to disrupt the magical containment holding him. The runes below him shattered, pushing Wong back.

Dr. Strange, however, managed to stay upright. Leo noticed that he had the golden eye object on his neck, which was now open. From Strange's mind, he knew that this was the Eye of Agamotto, an ancient artefact that aided Strange in his magic. Including how to defend from mental attacks.

"I call upon the Crimson Bands of Cyttorak!" he yelled, hands outstretched. Red ribbon-like bands erupted from his palms and flew towards Leo. Smirking, Leo stayed motionless as the bands halted, just millimetres away from him.

"W-What?" Strange said, shocked. Leo smirked widely. His body glowed with the magic energy from Cyttorak.

"Yeah, that won't work on me," Leo commented, commanding the bands to wrap around Strange instead. The Sorcerer Supreme grunted, doing his best to release himself from his own chains. "I've gotten all that I need. Thank you, Dr. Strange."

With that, Leo teleported away, mentally sighing in relief at having been able to move away.

 **XXX**

 _Bayville, New York - Bayville High School..._

Jean walked down the halls of Bayville High, feeling a whole new world of confidence.

Ever since she had woken up from Leo's apartment, she had images of fire in her mind. Fire, flames and a phoenix. While she had slept, the mysterious and mythical phoenix called to her, spoke to her. It informed her of its origins, of its powers, of what it all meant to her.

At first, she didn't believe it. She was the host of a cosmic being that could be considered a god. Plain old Jean? There was no way. But it turns out that she was. And Leo was there to help her.

At the thought of Leo, she smiled. She enjoyed thinking about the one who had changed her. The one who instructed and cared for her. Not the X-men, and definitely not Xavier.

When she woke up, he explained everything to her. The mental blocks, the origins and meaning of the Phoenix, everything. It took a while for her to process everything. Both the information, and sudden increase in powers.

When Jean woke up, she felt everything. All her emotions, all her senses, all of it. To a point that was astonishing. She tentatively reached out and felt the minds of her friends, of the Professor, of people thousands of miles away from her. When she thought about the Professor, a spark or pure rage shot through her so strong her body shuddered but she fought it back, realizing with dismay that she would have to get used to controlling her emotions to a degree that she had never needed to before. The cracks had already been appearing, had been appearing for weeks, even months. The mental blocks that Charles had put inside her mind had stopped her from feeling those emotions consciously, but instead of dissipating they were just bottled up inside her, like a river behind a dam just waiting to burst out.

Leo helped her out with them, of course. She didn't know how, but he was able to help her control her emotions and powers... after the two had sex in the showers. And then afterwards. And even while dressing up.

At the memories, a hot fire flared inside of her at the thought. Before, she would've blushed, and even been appalled, at what Leo had done to her. Now, she felt love and lust towards him. If not for him, she would've been stuck as Regular Old Jean: boring, mentally and physically stunted, and lied to by a useless jock. Now, she was strong. Powerful. Loved.

The redhead continued walking, ignoring the catcalls and whistles from many of the boys, and glares of envy from the girls. Jean's 'rebirth' had the effect of transforming her, making her stronger, her attitude to gain confidence, and her more beautiful. She had always been pretty. She knew it, but didn't make too much of a fuss about it. Now, she was gorgeous, probably on the same level as Emma.

Her friends sent her worried glances, although Scott gave her looks of longing and lust. She just barely titled her head to them. As she continued walking down, she saw him. Her Leo.

He smiled at her, and Jean's heart skipped a beat. He was so handsome, so confident, so... sexy. He prowled towards her, like a predator stalking his prey. When they reached at the centre, Leo wrapped his arms around her waist, pulling her in for a kiss, Jean responding in kind.

There were gasps from everyone, particularly from the X-men, but the two ignored them. Ignored everything, except each other. Leo's tongue danced with hers in their mouths. He grabbed her ass in his hands, making the whistling from the boys go louder. Jean felt his powerful muscles as her hands stroked each and every part of his torso.

The two separated, slightly breathless. Leo leaned forward and whispered, "Let's take this someplace else. I simply can't get enough of you."

At her saucy smile, the two moved someplace private. Leo's grin widened as he thought to himself, _That's one down. Now, for the rest of the X-men..._

 **XXX**

 _Vault, Underground Prison..._

Leo walked through the prison, having scoured the location from Mystique's mind. He knew that this is where she had released the Juggernaut from. And while the idea of having more mutants join him, he was here for only one in particular. One that could be considered a 'relative' of his.

He already killed the security guards on watch. He could've simply knocked them out or incapacitated them, but he _needed_ his fix. He hadn't killed any humans in a while. Plus, many of them were mutant-haters, so it wasn't like their were innocent anyway.

Leo arrived at the cell containing a young woman. One locked in a high-powered containment field, showcasing just how dangerous she was. If that wasn't enough, she was put in a straight jacket, thick rope tying her to the ground. Seeing the look of sadness on her face, Leo felt a brief flare of anger, before smoothing it out. He was on a mission. He could rage at the stupid humans later.

He blinked inside of her cell, taking control of any observation equipment and crushing each and every piece. "Hello, Wanda," he greeted with a smile.

Wanda Maximoff turned towards him, her eyes widened in shock in response to his sudden appearance. "Who are you?" she asked, her voice thick with panic.

Leo raised his hands in a non-threatening manner, trying to display that he had no bad intention. "Sorry for the intrusion, but I came here to save you, only if you want to, of course. I'm your friend in this case, Wanda, don't worry."

"Who are you?" she repeated, a measured expression sneaking to her face. "Are you a mutant too?"

"Yes," Leo smiled. "In fact..." Holding up his hand, his fingertips danced with Chaos Magic. "I'm just like you."

Wanda's eyes went wide at the display, as well as his words. "Y-You're like me? Cursed?"

Leo frowned. "I wouldn't say cursed, but I do have your abilities. As well as others." He gathered a hex bolt in his hands, and threw it into the air, catching it as it fell back down. He started to play around with it like a football, kicking it up and down in an impressive display of skill.

Wanda - despite herself - giggled, a smile on her face. "Interesting. Are party tricks all you can do?"

"That and more," Leo said, a small smile on his own face. "What I'm doing requires complete mastery over my powers. Something I can help you with."

"Like this," she said, her face suddenly serious as she raised her hand, and sent some kind of energy bolt towards the only chair in the room. A cloak of energy covered the chair for a moment, then it suddenly collapsed, covered in rust. She turned back to him, a carefully blank expression on her face. An expression Leo was all to familiar with.

He hummed, inspecting the chair. "Impressive. But you have to think outside the box. Like this." Snapping his fingers, the rusted chair turned into a table. "Or this." It then turned into a snake. Wanda cried out in shock as the serpent slithered towards her, flicking its forked tongue and hissing. "Or this." Another snap had the snake turn into a cute little bunny.

The bunny hopped towards Wanda, nudging itself against her. She smiled, caressing the cute creature.

She looked up to him, eyes wide in awe. "You mean I can do this too?"

"With training and practice, yes," Leo answered. "So, do you want to come with me?"

Her expression turned serious once more. "Why?" she asked. "Why exactly are you trying to help me? Even my own father prefers to keep me locked instead of trying to help me."

"Oh, I know of your father. And I think he's an idiot," Leo commented, making Wanda go wide-eyed. "I'm currently 'working' under him." He did finger-quotes at the word 'working'. "I know all about how he locked you up, because he feared your power. Because he couldn't take the time to properly teach you, and instead continues to hamper your skills and life. Even your brother had the chance to train his powers."

"Pietro?" she whispered, tone tinged with rage and curiosity. "You know him?"

"I do. He's an annoying little shit," Leo commented. "In fact, between you and your family, you're quite the one I like. Although, that's largely because you're beautiful."

Wanda blushed, but didn't comment on his words.

"My point is, I find Magneto a hypocrite of the highest order. He preaches about mutant superiority, and how using our powers gives us rights over humans. Always willing to help young mutants with their powers/ And yet, he fears your power, his own daughter. So, instead of helping you, he locks you up, like an animal."

Wanda scowled at his words, mentally agreeing with them. If her father was so actively pro-mutant, why didn't he help her with her powers? Why her brother, and not her?! She was more powerful than that little asshole!

"What I'm offering, is free training, no cost. And you can leave at any time." Leo frowned. "Okay, actually, I might consider that last part. If you're willing, I want you to join me."

"Join you?" Wanda asked, curious.

Leo nodded. "See, I have a plan. One that involves my vengeance against humanity." He smiled at Wanda's curious frown. "Let's just say that I've seen the true side of humanity, and am _not_ happy with it. My point is, I would like your help. You get to be free, get a shot at your father, and get revenge on any and all anti-mutants. Which is like, what, sixty-five percent of humans, and slowly rising?"

Wanda frowned. "Really?" she asked suspiciously. "How can I know you are telling the truth?"

"Unfortunately, you can't. You don't know me, you don't know my capabilities, and I don't have any evidence that you will take at face value. You are going to decide whether you are going to take a leap of faith, or continue to stay here."

She gazed at him, carefully examining his face, no word leaving her mouth. A full minute passed in silence, and Leo wondered if she was about to reject his offer. Then, she nodded. "Okay."

Smiling, Leo freed her from her restraints telekinetically. Taking her hand, the two of them disappeared.

 **Finished. Kinda struggling to search for what to say, so... meh.**

 **Hope y'all liked the chapter. This included my second lemon ever written, so hoped y'all liked it. Hopefully, I can get better at writing them.**

 **So, apart from that, the only real highlight is the emergence of Phoenix (Jean's alias, not the actual Phoenix), Leo encountering Dr. Strange and recruiting Wanda. Jean will look like her Dark Phoenix persona, costume included. To me, it looks badass and sexy. Two pluses in my book. And just to make it clear, Leo won't learn magic from Strange. Pretty obvious, given their encounter, but just wanted to point that out. Instead, he'll be taught/obtain magic from other evil sorcerers. They're pretty much the only ones willing to teach him at this point.**

 **With the scene with Wanda, I kind of am annoyed and confused that Magneto would lock up his own daughter. If he had actually taught her how to control her powers, or at least give her the chance, he could've had her as an asset early on. Oh well, his loss is Leo's gain.**

 **Now, Guest reviewing time:**

 **(1) I'm glad you love each and every bit of the story. I'm surprised that you were spot-on, since I do like writing Adventure scenes. Tragedy isn't my thing, but I can write it when needed. Though I might not write too much angst.**

 **Omni-Creator Kami of Anime already gave the suggestion of Power Girl (implemented into the story), so it's a go. And Sif is... an interesting choice. One I might consider. So I will get back to you on that one.**

 **(2) I'm glad you liked each bit. And it's true, the rest of the Brotherhood (except Magneto and Pietro) are pretty useless or weak. And you're somewhat spot-on with the telepathy bit to coerce the females. Because Leo insanity and bloodlust won't be able to differentiate innocent from bad (plus, him developing an ant-hero attitude _now_ wouldn't make sense) it'll be free game for him. But later on, he'll target the bad guys. Oh, and Kelly will be killed, and not become a martyr. And the sexy times will be sexy. While writing them, I'll use the comic versions in mind, since it'll help me.**

 **Glad you liked each bit about the chapter. And the time travel bit was really useful, so thanks.**

 **(3) That's pretty much it.**

 **(4) Draining Chthon would be a good idea, and save him and Wanda trouble. But that may happen a good while later, since Leo knows about Chaos Magic, but not particularly about its origins. And yeah, neither of them will train Leo. Thanks.**

 **Done with that. Next chapter will come out in a good while, since I've still been working on the next Solaris chapter. It'll be up soon, that I promise.**

 **'Kay. A good shout-out and applause to those wonderful people who f,f,r and r the story. Your support is awesome.**

 **Read and Review!**


	7. Chapter 7

**Chapter 7:**

Leo and Wanda appeared in his apartment, the girl stumbling from the teleportation. Leo patted her back as she bent down, looking like she was about to throw up. "Sorry, teleportation is hard to experience the first time."

Wanda looked at him incredulously. "Teleportation? How many powers do you have?"

Leo grinned. "I can make you a list."

Wanda managed to stand up, looking at the apartment they were in. "Nice place," she commented. "Where are we?"

"Thanks. And we're in Bayville, New York." Leo had a frown on his face. "Maybe I should place you elsewhere. This place isn't exactly well-protected. Plus, it's close to where your father has set up base." At Wanda's enraged face, he turned fully to the girl. "Wanda, listen. You have to control your hatred towards Magneto."

"Control? CONTROL?!" she yelled, red wisps streaming off her body. "How can I control my anger after what he did to me?! Locking me up like-like an animal, while my brother got to roam free?!"

From her anger, several hex bolts flew from her hands, striking several pieces of furniture, like the couch, bookshelf and a bit of the kitchen, making them either disappear or collapse. Wanda's face paled, hands trembling. "Oh my God, I'm so sorry! I-I swear, it wasn't intentional! Please don't send me away!"

Leo simply waved his hand, restoring each object back to its original position and manner. "Wanda," he said gently, stepping forward to hold the girl's hands. "I'm not mad at you. I know that wasn't intentional. And even if it was, I wouldn't throw you out."

"T-Thank you," Wanda stuttered, looking like she was about to cry. "I-I didn't mean for it to happen. It's just... all of this feels so surreal."

"Believe me, I know," Leo said in a sympathetic tone. "And what I meant by control is that, while it's fine to want to get revenge on Magneto, if you don't have control, your power will get the better of you. You control it, not the other way around."

Wanda nodded, listening intently. Leo smiled seeing this. "Now, I'll make some space for your own room."

Wanda's eyes widened. "M-My own room?"

Leo nodded, an eyebrow raised. "What, you didn't think that I'd not let you live with me? I saved you, so you're my responsibility. At least until you find another place to live."

The girl didn't say anything, but a large smile appeared on her face. She wrapped her arms around him, hugging him strongly. "Thank you! Thank you, thank you, thank you!"

Leo chuckled. "It's no problem. Now, about your powers..."

 **XXX**

 _Bayville, New York - Bayville High School..._

Leo walked through the halls of the school, looking for a specific target which, surprisingly, wasn't Jean. She was in a physics class that Leo had no doubt that she was acing. No, he was looking for someone else, someone that would definitely stand out like a sore thumb... Ah. There she was.

Person in mind, Leo walked towards the locker of Emma Frost, said girl standing there with an annoyed expression. The reason was because of Duncan, who was trying to ask her out. And continuously failing.

He stood back for a moment, watching the scene before him. Duncan had a desperate look on his face, which was a surprise since he was usually seen with his cocky expression. He looked to be ready to go on his knees to ask Emma on a date. The blonde had a calm, cold look on her face, although Leo could see the now visible cracks in her visage. She looked like she was about to lobotomize him.

While Leo eagerly wanted to see the train wreck in front of him conclude, he had other business to tend to. So, he walked forward, pushing past Duncan to look at Emma. Duncan whirled to who bumped into him, only to pale rapidly and whimper at who he was looking at. He promptly ran away, Leo not even sparing the jock a glance. "As amusing as the scene was before him, we need to talk."

"Oh? I thought that redhead would have your undivided attention," Emma snarked, an eyebrow raised as she folded her arms.

Leo grinned. "I thought white was your colour, Ms. Frost. Not green. If you wanted me all to yourself, simply ask and I shall appear."

Emma scoffed. "Please. I'm not some two-bit whore that you can pick up with some cheap tricks."

"Want to test that?" Leo asked lowly, a challenging gleam in his eyes. Smirking, Emma leaned forward, her fingers dancing along his jaw in a sensual manner. Her fingers then trailed down Leo's chest, ending at his stomach.

"Darling... I'd like to see you _try_." With that whisper in his ear, Emma walked up, purposefully rolling her hips sensually.

At the silent command to follow, Leo chuckled. "Challenge accepted," he muttered, following after her and ignoring the looks of envy that followed him.

 **XXX**

The two arrived at the football field, it becoming their own personal hideout for them to talk. Emma passed through the bleachers, turning around to face Leo. "Flirtatious meetings aside, what do you want?"

Putting a hand into his pocket, Leo brought out a pair of diamond earrings. They were beautiful, encrusted with gleaming white and gold, the colours catching some stray sunlight as they gleamed. They looked like they costed over a thousand dollars.

Emma raised an eyebrow. "I thought that we were going to put the flirting aside." Though she said this with a dry tone, she admitted that the jewellery was beautiful. It wasn't even something that she would wear, and she had quite the closet in her room.

Leo rolled his eyes. "We are. Despite their beauty, they contain tiny microchips that each play a specific role. The first one in each of them are able to detect pheromones and instantly kill them. How it works is that it sends out an odourless and non-harmful spray that seeps into the glands in the brains and prevents the production of pheromones. Not only that, it messes around with the olfactory nerves, preventing the ones targeted from getting sexually aroused. Works for both males and females." Leo noted that Emma didn't react to that last part, making him wonder if she was bisexual.

Storing that thought for later, he continued. "The second microchip sends out small EMPs - non-harmful again, of course - that disrupt technology for a short radius. This is to make sure that the microchips aren't detected from any detectors, technological or not. Finally, the last microchip messes around with your immune system and your own pheromones, increasing the latter and making it so that - instead of being sexually desirable - you're practically unapproachable. Similar to those who are in the presence of a king. Or..." Here, Leo smirked. "A White Queen."

"Humour aside," Emma said, looking at the earrings, "these are amazing. Thank you."

"I honour my word," was all he said, before looking at Emma. "Just a note: while I know that you don't seem the type to ask for help, know that I am available when you need me."

"Which I assume that, again, is for your own benefit," the girl accused, a frown on her face.

"To be fair, weren't you the one planning to seduce and control me?" Leo asked. At that, Emma conceded. "Besides, I only plan to take control of the Hellfire Club and exploit it. You plan to rule it."

"True," Emma nodded. "I assume you want the resources of Frost Corp at your disposal?"

To her surprise, Leo shook his head. "Not yet. While that would benefit me for now, it'll ruin most of the plans I have. Why gain all the keys to success now when I can initially cut down my enemies down along the line?"

"And who exactly are these enemies of yours?" Emma asked, curious.

Leo just gave her a small, simple smile. And yet, that action sent shivers down her spine. Suddenly, she wasn't sure she wanted to know the answer.

"I'll see you later, Emma," he said, avoiding the question. With a wink, he walked away, ignoring the gaze at his back.

 **XXX**

 _Bayville, New York - Bayville High School, Cafeteria..._

Rogue went on the food line and picked up a tray. But before she could do anything the tray was snatched out of her hands by Chrissy. "Thank you," she said with a snotty look.

Rogue glared at the blonde. _If it weren't for the Professor,_ she thought with anger, _I'd drain them dry!_

Missy then took the tray Rogue was reaching for and skipped her. "Freak," she said loudly, causing her and her other friends to laugh.

"You bitch!" she hissed, raising her arm to hit her, ignoring the warnings that rang through her head. Just as she was about to throw a punch, a hand caught her arm. She turned around to see Leo holding her hand, a frown on his face as he glared at the girls in front of him. She blushed, and Leo discretely sent a wink at her before looking towards the bullies.

"Aw, is the little freak having a fit?" Chrissy taunted, making the other blondes laugh.

"Funny, coming from a whore, an annoying Barbie doll, and their annoying extra," Leo responded, gesturing to Missy, Chrissy and Sissy. Those around them laughed at hearing that, including Rogue. While the girls in question were fuming at being embarrassed. They couldn't respond, though, as Leo was giving them a deadly glare. With that, they turned away, the laughter following them.

Rogue wiped a tear away from her eyes from laughing too hard. "Oh, man. That was funny."

"Glad you found it funny," Leo chuckled, before he held a hand out. "Want to sit with me?"

Rogue's smile dropped, looking to where her fellow X-men sat. The group in question were looking at Leo with distrust on their faces (while Scott looked with hostility). "I..."

"Oh, come on," Leo commented, rolling his eyes. "You're free to sit wherever you want. Besides," Leo gave a charming grin, "I'm pretty sure that I'm much better company."

Eventually, Rogue sighed, giving in. "Alright." With that, she allowed herself to be dragged by Leo. As she was dragged, she wished that she could actually feel his skin. Alas, that was a pipe dream.

Rogue sat down with Leo at his table, where he managed to get two trays for the two of them. Thanking him, Rogue began to eat, wondering what she was going to say. She had to admit that Leo was probably the only boy that was able to make her feel like a typical teenage girl, something that she desperately needed. His confidence was inspiring, and his devil-may-care attitude was attractive.

She sighed, however, remembering that he and Jean were an item. She mentally scowled. _Of course Little Miss Perfect has to take away the one guy that Ah actually like_ , she mentally complained.

"So," Leo said, breaking her out of her thoughts, "those bitches usually give you trouble?"

Rogue snorted. "Like you wouldn't believe. Ah swear, it's like they have nothing better to do."

"Well, don't worry. You'll have me to take care of them and put them in their place."

Rogue blushed. "T-Thanks for that, but Ah don't need you help. N-Not that Ah don't appreciate it," she added quickly, not wanting to come off as rude. "A-Ah just... want to do things on mah own."

Leo smiled. "I admire that. Although, may I ask something?" At Rogue's nod, he continued. "Why don't you ask your friends for help? Surely they'd help you if they were your comrades."

"Ah don't bother them with mah details," she waved away, trying to steer away from the topic.

"Is it that?" Leo asked, leaning closer. "Or is it because of you _wanting_ to be alone? To be the resident loner?"

Rogue flinched at that, the words slamming into her like a freight train. "H-How-"

Leo put a hand on her shoulder. "I don't mean to be rude, but it's something I've noticed. You stray away from the others, choosing to do your own thing and not interact with them. It's expected though, given your mutant power."

Tears were gathering in Rogue's eyes, the reminder of how her powers made her dangerous even to her own teammates getting to her again. Leo wrapped the girl in a hug, setting up a mental barrier around the two, telepathically warding people away from their location.

"Shh. It's okay, Rogue," he comforted, rubbing the girl's back as his shirt got wet. "I'm sorry. I didn't mean for you to cry like that. I understand that you're in pain. That you're fearful of yourself and of others. You probably suffer more than most, as you can't touch anyone. Can never feel a mother's kiss on your head, or a boyfriend comforting you. And for that, I'm sorry.

"What I can do, however, is try and help you with your problem."

Rogue's eyes widened through the tears at that. "H-How? Not even the Professor could held meh with mah problem."

"Unlike Xavier," Leo commented with a snort, "I'm willing to actually do something instead of sitting around, waiting for the answer to land in my lap. Now, I'm going to look at your mind. I won't do anything that I shouldn't," he quickly added, holding up his hands. "But I want to see if there's anything I can do to help you."

"D-Do you really think you can help meh?" Rogue asked hopefully, heart practically slamming against her chest at how hopeful she was feeling.

Leo smiled serenely. "I plan to." With that, he began looking into her mind, skimming through her memories. He looked deep into her mind, trying to search for anything to help him. From when she first awakened her powers, to each incident where she used them. After a while, he found nothing.

Suddenly, an idea came to him: what if he scanned her brain? Maybe her powers were affected by how her brain was working. While normally, this wouldn't work for most mutants, Rogue was a special case.

After a while, he found out what was wrong: her cerebrum was altered slightly. Her brain activity looked normal, but the cerebrum looked to be the only one that was abnormal. The neurons travelling to each part of the cerebrum were hyper-accelerated, with the ones going to the motor nerve cells going back to normal. Leo took a closer look at each lobe of her brain, seeing that it was emitting some kind of strange shield of some kind.

Leo theorised that this was Rogue's X-gene at work, altering her brain activity slightly to allow her to absorb memories and - in the case of mutants - powers. The shields looked quite strong. He theorised that it was likely due to the amount of times Rogue used her powers. Which made sense. There had to be a way to handle things like memory and sensory overload when Rogue absorbed someone's memories.

While this looked complex and intriguing, Leo didn't focus on that. He had a job to do. He mentally went over what he could do, and finally came to a solution. What he did was summon a thin mental barrier over Rogue's brain, strong enough to do its job, yet thin enough to not damage her brain in any way. If it weren't for his precise and excellent control over his telepathic skills, he likely would've destroyed Rogue's brain.

The mental barrier was placed over Rogue's brain, halting the hyper-accelerating neurons before letting them move at normal speeds. With the main part of the job done, Leo turned to the lobes that were protected by some sort of shield. While he couldn't tamper with it - as doing so would mentally damage Rogue - he could seal it. He placed the shields in a small mental cardboard box, trapping each shield. He then compressed it to a manageable size, small enough not to be a bother, but large enough to not be a problem down the line.

Done with his work, Leo opened his eyes, his mind back in his body. "Did it work?" Rogue asked impatiently, heart hammering.

"See for yourself," Leo said, hand out. Rogue hesitated, before taking a leap of faith and taking hold of his hand. To her surprise and happiness, she didn't receive any memories from Leo, nor any powers at all. She... could touch people again. She could finally feel!

"Oh mah God!" Rogue said to herself with tears coming down her face. "Ah can touch people again!" Just like that Rogue reached out and hugged Leo. "Thank you so very much!"

Leo laughed along with her, hugging her close. Looking at the mental barrier, Leo could see it slightly weakening. Without her knowing, Leo teleported the two away.

 **XXX**

Leo knew that Rogue was beyond happy at the fact that she could feel again. The very idea that it was now possible must have been unimaginable. So he knew that she was indebted to him hugely, something that he would cash in for later.

What he did _not_ expect for her to do once they arrived to one of his other apartments in New York (he had several set up, and was able to pay for all of them) was push him against a wall and kiss him roughly. While he was shocked, he quickly responded.

With both hands at her hips, Leo pushed his tongue into her mouth, her own dancing with his and creating a hidden erotic dance. They quickly separated, Rogue kissing his neck and doing her best to leave hickeys.

"Aren't you moving a little quickly?" Leo asked, moaning a bit at Rogue's actions.

Growling, Rogue stopped her kissing, looking at him with a lustful expression. "Ah don't care! It's been so long since Ah've touched someone! Now, Ah'm going to enjoy it to the fullest! Besides, Ah can stick it to Jean." She whispered that last part to herself. Leo heard her, but didn't call her out on it.

"Well, then..." Leo pushed her against the floor, looking at her with a dark gleam in his eyes. "Allow me to show you the full joys of pleasure," he purred.

 ***LEMON WARNING* (A.N. - If you want, imagine Rogue looking like how she looked in the Deadpool game. You'll thank me later).**

Growling, Leo ripped her shirt in two, making her gasp as her black bra was revealed. Without wasting any time, Leo ripped the bra off, show-casing Rogue's CC-cup breasts with dark red nipples. Licking his lips, Leo leaned down, sucking sharply on the breasts before him.

Rogue moaned loudly, the sensations of Leo's sucking driving her over the edge. This was the first time that she was touched by another boy that hadn't died, let alone have sex with him. So the feeling was gladly taken. She roughly grabbed Leo's head and kissed him again, loving the taste of his lips.

Content, Leo groped her breasts, his fingers pinching and gripping at the flesh, leaving red marks on it. Rogue moaned and mewled weakly, making Leo grin. "More," she whimpered weakly.

"What was that?" Leo asked innocently, his eyes betraying his tone. "I can't hear you."

"More, you magnificent bastard! Give meh more!" Rogue hollered, lust clear in her eyes.

"Then you have to earn it," Leo retorted, standing up and unbuckling his trousers. They hit the floor, along with his boxers, showcasing his large cock that stood erect. The organ faced the girl beneath him like a javelin, ready to pierce.

Rogue gulped, her lust slowly being replaced with horror. "W-What the hell?" she muttered in fear, her earlier bravado fading away.

Leo stepped forward, his dick nearly stabbing her in the eye. "What's wrong? I thought that you wanted to experience the full joys of pleasure," he taunted, his usual cocky grin on his face. "If it makes you feel better, Jean took the entire thing." At Rogue's incredulous look, he nodded in confirmation. "Oh, yes. In the mouth, in her pussy, her ass... guess she'll get the full package, while you'll be nothing but a scared, little virgin."

At hearing Jean take the whole thing, she growled, a challenging gleam in her eyes. "Ah'll make you eat those words!" Moving forward, she grabbed Leo's cock in her hands, gently inspecting it with awe.

"Any day now," Leo said, acting a little bored. Growling, Rogue leaned forward and opened her mouth, doing her best to take his entire dick in one go. As expected, she gagged, getting to about five inches before she pulled back, coughing and hacking.

Rolling his eyes, he said, "Here. Let me." Grabbing her dual-coloured hair, he slowly pushed forward, thrusting his dick in Rogue's warm mouth. He moaned a little, enjoying the sensations. He noted that it was different than his time with Jean, possibly because he did all the work. He could feel Rogue's tongue probing at his dick slit, lathering what was in her mouth with her saliva. "Go on, then."

Gently removing his cock from her mouth, Rogue gave him a sultry look, something that he didn't expect from her. "Hope you like this, sugah," she said with a saucy smirk, before sucking on his dick. She moved up to five inches and held it there. Then she bobbed her head up and down, starting to build up friction.

Leo moaned, enjoying the sensations. He particularly liked it when Rogue's tongue played with the underside of his cock, teasing a particular part that had him growl. "Yes, yes, that's it," he grunted, rolling a hand through her head. Rogue moaned in approval, bobbing her head faster.

Rogue did everything she could to bring him to cumming. She used her hands to stroke what her mouth couldn't take, spitting on his cock as she did so. "Oh, sugah," Rogue said, smirking as she went up for a breath. "We're just getting started."

Rogue kept sucking, trying different things to get him to cum, making him moan. Leo was glad that she was able to somewhat back up her talk. She found a good rhythm for her blowjob, drawing her succulent lips back and forth along his cock.

Smirking, Leo patted her head like a dog. Annoyed, Rogue bit down slightly on his dick, wanting to get back at her for that. What she did not expect was Leo thrusting fiercely into her throat, making her gag. Still having his arrogant smirk on his face, Leo kept on thrusting, taking pleasure at Rogue's drool coating his dick. He grabbed her hair roughly and pounded her throat, making her moan in slight pain.

"Fuck, fuck, fuck, fuck..." Leo's eyes widened as he came, moaning out, "FUCK!" With that, long, copious ropes of cum were fired inside Rogue's throat, making the Southern belle relax and moan at the taste.

After a few minutes, he removed his dick from her mouth, but not before she gave a kiss to the tip. "Is... that all... you got... sugah?" Rogue taunted, her words garbled as she tried to swallow the cum in her mouth.

Leo grinned darkly. "Oh, no. The fun's just getting started." His body glowed with energy, signifying that he was using his mutant power. His body shimmered, before four orbs of energy flew from his body, forming into humanoid structures. After a few seconds, each the figures formed into Leo, skin colour and body structure the same as the original.

Leo chuckled at her shocked face. He looked to his newly formed clones. "Well, boys? What are you waiting for? She's all ours."

One clone stepped forward, inspecting Rogue as she looked in shock. "Didn't know that the goth girl was so good at sucking. Almost too good." Rogue blushed as the others laughed at that. The original Leo stepped forward, picking her up and bringing her to one of the many bedrooms installed, dropping her on the bed.

"Dibs on her pussy," Leo commented, his cock brushing up against her pussy lips. Rogue struggled, but Leo placed a calming hand on her shoulder. "Don't worry," he soothed. "You'll enjoy this."

Two hands groped her tits, pressed the flesh together and playing with them. A slap to one tit had Rogue yelp in shock. She moaned as her nipples were tugged at.

"Dibs on her ass," one clone called out, slapping her ass cheeks and watching the flesh ripple a little. "Oh, I'm going to enjoy this."

"Damn," another hissed. He looked to his 'brother'. "Guess we can use her fingers. Look pretty good."

"True," the clone responded.

The bed creaked as the six of them fully settled on the bed. Rogue's heart hammered in her chest with excitement and nervousness. Her virginity was about to be taken in an orgy, something that would never have happened if she hadn't met Leo. Just another one of the reasons why she was falling for him.

Finally, they began. Leo thrusted forwards, instantly taking her hymen as she felt his head touch her cervix. Rogue's back arched and her mouth opened to release a scream but clone number one instantly pushed his cock into her mouth to silence any scream. Clone number two - who was beneath - also pushed up and took her anal virginity. Her hands were grasped by clones number three and four, and her digits were wrapped around their cocks.

Slowly she pumped the cocks, giving them some measure of pleasure. Rogue's own moans had clone number one groan, grabbing her hair and practically skull-fucking her.

 _This is so good!_ Rogue mentally cried out, tears falling from her eyes from the sensations and the fact that she could actually feel. Her body was abused, used as a sex object by each clone and Leo himself, and she loved it. Every inch of her body, every touch and grope, every spank on her ass, she loved all of it.

"Holy shit! She's fucking tight!" the one fucking her ass exclaimed, grunting as he thrusted up into her.

"No kidding," Leo grunted in agreement, moaning at the vice-like grip on his dick as he fucked Rogue's pussy.

"Heh. I think the slut's beginning to enjoy it," clone number three said as he watched Rogue's hand begin jacking him off faster and with more vigour.

"Good," clone number four moaned, enjoying Rogue's soft hands.

Rogue listened to every word, and preened at them. Her mind was make focused on enjoying and savouring each taste and touch. Every time Leo thrust his hips forwards she would match it, the same with the second clone. Her tongue snaked around tracing the first clone's cock in her mouth and she moaned along it, causing vibrations.

All five of them groaned, three of them spraying their loads inside Rogue, while two sprayed them on her body. Each one of them panted, enjoying the sight of Rogue covered in their semen. Then they looked towards each other, and grinned. This action scared Rogue, yet also sent pleasant shivers down her spine.

 ***END LEMON***

 **XXX**

 _Manhattan, New York..._

Leo looked down at the city below him, taking in the view from where he stood atop a large skyscraper. He inspected each and every human. He watched as they walked, talked, chatted and went about their normal day. It was peaceful, serene... and utterly disgusted Leo so much that he felt like he was going to vomit.

Leo grinned, eyes alight with power and madness. He sent a vast, wide-spread telepathic burst that confused any person who tried to look at him, instead letting them forget his face and important characteristics.

"Time to have some fun," he muttered happily to himself. Holding out his hands, he shot seven giant orbs of energy into the sky, sending them high enough so that no one would be able to clearly notice them. He held them in the air for a moment, before he dropped them with a wave of his hand. The orbs descended to the ground like meteors, breaking the sound barrier as they kept on descending, and descending, until...

BOOOOOM! The sound echoed across the air, shattering it. Once the orbs of energy connected with the ground, they exploded in a majestic and destructive show of light, kinetic energy and destruction. The resulting shockwave shattered both the windows of buildings and the buildings themselves. Leo stood in mid-air, not bothered by the display. If anything, he was amused by it all, the grin on his face wide to see for anyone.

"Beautiful," he muttered, flying down to check the damage he had caused. Broken bodies, wildfires, scorched earth... it was like the bombs that were dropped on Hiroshima and Nagasaki had gone off, several times over. He grinned, loving all the death and destruction he had caused.

 _And all life seems to mostly be extinguished for the most part,_ Leo thought to himself. Satisfied, he made to go kill of the remaining humans that were still alive, but paused. The reason was because of a flying circular shield that slammed into his temple, stunning him for a bit.

"The hell?" he muttered to himself, looking at what kind of shield was thrown at him. Who threw a shield at people anyways- oh. Oh. Oooh.

A repulsor beam hit him, moving him back slightly. He turned to see who had fired at him, and was greeted with the sight of very familiar people. The Avengers.

Leo looked at the one who had blasted him, seeing that it was the famous Iron Man, Tony Stark. The man was garbed in a gold-titanium alloy that covered his body like armour. The yellow face mask showed that the man beneath the suit was glaring daggers at him.

Leo turned to look at the rest of the members: Captain America, The Incredible Hulk, the god of thunder Thor, Ant-Man, and finally, the Wasp. Captain America was dressed in a blue, white and red star-spangled suit, proudly displaying his status from WWII. He retrieved his shield, staring at the damage done to the surroundings with a horrific look.

The Incredible Hulk was an eight foot tall beast with bright green skin, black hair, purple shorts and glowing green eyes. His body was covered in muscle, bulging and curling with tremendous strength and power. The green giant gave Leo his usual scowl and growl.

Thor was a tall, handsome looking man that also boasted an impressive physique. He wore a silver winged helmet, Viking armour that seemed brand new and supposedly intimidating. In his hands was his famous hammer, Mjölnir. He was also glaring at Leo with a deep scowl in place.

Ant-Man was a relatively tall man, wearing a red jumpsuit with splashes of black on it. On his head was his iconic helmet, that he used to speak to ants. He too was staring at the surroundings with horror in his eyes.

The Wasp was a young, beautiful woman with brown hair, and wore a yellow and black suit that hugged her frame. She had golden antennae that hung on her head, and like Ant-Man, looked in terror as she gasped, looking like she was about to cry.

Each superhero surveyed the scene in front of them, including the person in front of them, who seemed to be the one responsible for the destruction that just took place.

"JARVIS, scan the man in front of me. Facial recognition, now," Iron Man ordered his AI.

"Affirmative, sir," JARVIS responded, his scanners doing their best to pick up this man's face.

Captain America kept on inspecting the destruction before him, before turning to face Leo. "Did you do this?"

"I think that it's pretty obvious by now," Leo commented, crossing his arms with a frown. Should he take on the Avengers? It's not like he couldn't, but it would draw too much attention to him and the Brotherhood. While no one was able to figure out that it was him responsible for the Bayville Incident, it would only be a matter of time.

"Sir, I am unable to produce any piece of identification from my scans," JARVIS said, causing Iron Man to have a concerned look on his face.

"What? That's not possible. Try again, pick up any detail you can obtain-" There was a burst of static, before his armour became silent. "JARVIS? JARVIS?!"

"Yeah, sorry. Had to shut down your friend for a moment," Leo said, having booted the AI out from Iron Man's suit and back to his main port. "Now, if you don't mind me, I'll just be goi-"

Leo tilted his head to dodge Captain America's shield. "Okay, but why, though?" he managed to ask, annoyed at being interrupted. The iconic shield bounced off a piece of debris from a building, bouncing back to hit Leo in the back. Without looking, he grabbed the flying shield, inspecting it. "Huh. Looks kind of cool-"

"Have at thee, villain!" Thor bellowed from above, Mjölnir raised to strike as it sparked. Hulk copied his bellow, dashing forward at breakneck speeds. Raising the shield, Leo used the shield to block the strike from the god, lighting up the air around all of them and producing a massive shockwave. While everyone else was blown away, Hulk kept advancing, powering through the shockwave, fist raised.

Leo used Thor's shock to his advantage, spinning around to smack the shield into the god's face, stunning him. A Spartan kick sent him flying backwards, just in time for him to meet Hulk's incoming charge with a punch of his own.

The two fists caused a massive shockwave that _again_ pushed everyone back. Hulk growled, eyes filled with rage. "HULK SMASH FACE-SHIFTING MAN!" the beast roared, aiming for another strike. Leo moved sideways, hitting Hulk in his side.

"Wow, you know big words. Progress, big guy," Leo taunted. Hulk growled, going for another punch. However, Leo's body glowed with light, exploding outwards, shining the entire air with light. Hulk roared, hands immediately going to cover his eyes.

Taking advantage of this, Leo gave the Hulk an uppercut that had him flying. Instead of following after him, Leo teleported to where the green beast was going to be, performing a double axe handle that sent him flying, past the recovered Iron Man. The Armoured Avenger shot continuous repulsor blasts at him, getting in close.

Leo didn't move, absorbing the blasts as soon as they made contact with him. As the Avenger neared him, his shoulder ports opening, shooting a variety of missiles that sailed towards the mutant.

Leo dodged each one of them, moving to intercept him. Iron Man threw a punch, something that Leo did nothing to dodge. Iron Man kept trying to pummel him.

Leo chuckled. "How did you know that I'm allergic to tickling?" With a backhand, he sent the man away. A swarm of ants flew towards him, an almost microscopic-sized man riding the one in the lead. Flying beside him was Wasp, who was already firing her stingers at him and in her miniature form.

Leo did nothing to block the pitiful stingers, instead trapping the two in a telekinetic bubble. The two futilely tried to escape, but it was pointless. Leo brought the bubble towards him, smirking as he saw Wasp bang her fists against his bubble. He dropped the ball, using his feet to kick it upwards like a football, rattling the two inside of it.

A roar made Leo look to see Thor and Hulk both fly and leap towards him. "HULK SMASH FLASHY MAN!" was the Hulk's war cry. Leo kept on performing tricks with the telekinetic bubble, kicking it around for a few moments before sending it flying towards Thor. The god made to bat the ball away, but paused as he saw his comrades inside. It hit his face, distracting him from his charge.

Leo flew down towards Thor, Superman-punching him downwards. Thor yelled as he fell, swinging his hammer to redirect himself. Seeing that it didn't work, he threw the hammer at the mutant.

Amused, Leo grabbed the handle, about to throw it back at his opponent when he couldn't lift. He became even more surprised as the hammer fell, falling faster than a lead balloon. "What the hell?" he muttered, doing his best to lift it, but found that he couldn't. He used more strength than he ever used in his life, and yet he still couldn't lift the damn thing.

"What the hell is this thing?" A shadow encompassing his form made him look up to see the Hulk heading towards him. "Shit."

Hulk slammed into him, the two falling downwards at high speeds. Eventually, they hit the ground, creating a huge crater and a massive shockwave. The green giant stood up, roaring at him.

Leo just laid on the ground, his nigh-indestructible metal-coated skeleton, healing factor and nigh-invulnerability making it so that he didn't even feel the blow. He looked at Mjölnir, still in his hand. "I want one," was what he said, before he got hit again by Hulk. He managed to land on his feet, looking at the green giant before him.

A whistling sound was heard, and Leo grabbed Captain America's shield again. Not even looking at the super soldier, he telekinetically grabbed him and moved him towards Hulk, who got ready to charge at him. He stopped, doing his best to not crush his teammate.

Holding up the Vibranium shield, Leo blocked the repulsor beam aimed at him from Iron Man. He then tilted the shield slightly, refracting the blast back at the armoured man, who grunted as he fell out of the sky.

Following this, Leo threw the shield at a charging Thor, who punched the shield away. Holding his hand up, the god of thunder summoned his hammer back into his hand. Leo charged at the man, swinging his fist just as Thor swung his hammer.

Another shockwave was produced from the collision. The two were held in place, struggling to overpower each other.

"Feel the wrath of the god of thunder, mortal!" With that shout, a bolt of lightning was summoned from the sky, connecting with Mjölnir. Thor roared, trying to overpower his opponent with his power. Only to gape as he found that it was drained.

Leo smirked, absorbing the ambient lightning from the magical hammer. His eyes glowed as he shot beams from his eyes, hitting Thor's face and distracting him. Thor disengaged, allowing Leo to move in and connect a series of punches to the god. Thor kept on trying to hit him, but Leo dodged, using his superior speed. He smirked as he grabbed Thor's wrist that held the hammer, snapping it.

Thor yelled as Leo punched him in the face, hard. Thor flew away, allowing Hulk to roar as he punched with his two fists. Leo grabbed his wrists, shocking the green giant.

Leo grinned as he pushed the stunned Hulk back slightly. "You've never encountered anyone stronger than you before, have you?" A grunt escaped Hulk's lips as his wrists snapped. "That's fine. Neither have I."

Letting go of the beast's fists, Leo punched Hulk in his neck, a crack being produced. The Hulk groaned as Leo continued his onslaught. A punch from Hulk was countered, followed by a backhand to the chin by the mutant. Hulk tried again, failing as Leo punched him hard in the chest, breaking his sternum. Hulk roared, raising both of his fists to slam into Leo's chest... only for the teenager to not budge an inch.

Surprised, Hulk went for a punch that Leo copied, only for the mutant to feint, striking at Hulk's ribs. Two fists connected to his collarbone and stomach. An overextended strike left Hulk wheezing as he was punched several times in a second. Green blood spilled from Hulk's lips as he looked at Leo in surprise.

Leo moved quickly, grabbing the Hulk's face and kneeing him, breaking his nose. A weak punch had Hulk receive thrice the amount in return. Hulk landed on his knees, green blood spilling from him in waves.

Cracking his knuckles, Leo started unleashing a fast, powerful combo of punches towards the Hulk's face, splattering green blood everywhere. The Avengers watched, shocked as their arguably strongest member was being wailed on.

Finished, Leo grabbed the Hulk, lifting him up as the giant was facing upwards. Then, he slammed the Hulk's spine against his knee, breaking it. The crack sounded across the air as Leo dropped the beast, inspecting his handiwork.

Leo dusted his hands like he had just finished taking out the trash, walking past the unconscious Hulk. "It was pretty impressive, you having a Hulk," Leo commented. He gestured to the bloody mess before him. "Now, you have spinach. Bon appétit."

Iron Man had his weapons ready, glaring down at Leo. "You're a dead man," he threatened, voice tinted with a growl.

Leo chuckled. "Stark, you couldn't fathom the amount of dead men behind me." However, just as Iron Man was about to attack, there was a large shadow encompassing all of them. All of them look up to see Ant-Man, now aptly named Giant Man, standing up and glaring down at Leo.

"Oh, this is just too easy," Leo commented.

"Iron Man, surround him and keep on hammering at him. I'll take him on," Giant Man ordered. "Don't worry, I can take it." With that, Giant Man stepped forward, slowly stepping towards Leo. The mutant stared up at him, unafraid.

"You know, there's a size joke I want to use, but that's beneath me," Leo taunted, before snorting. "Actually, it's not. Compensating for something?"

"You won't be making jokes once we make you pay for all of this," Giant Man threatened. A punch was formed, sailing towards the teenager. Leo held up his hand, stopping the fist completely. He hummed as he was bombarded with repulsor blasts, missiles, lasers, even the unibeam. Yet, he stood tall, not bothered by the assault.

Sighing, Leo pushed Giant Man's fist away, leaping up towards the superhero. Dodging his attempts at stopping him, Leo flew and flew until he was level with the man's head. Inhaling sharply, he screamed, the vibrations in the airwaves between him and Giant Man amplifying sharply, creating a sonic scream.

Giant Man yelled, gripping his head as the sonic scream practically destroyed his eardrums. He dropped to his knees, mind alight with pain. Eventually, the sonic scream rose a pitch too high, making Giant Man go into shock and pass out, blood coming from his ears.

Leo landed on the ground, looking up as the sky darkened, storm clouds gathering. He smiled as Thor stayed motionless in the air, spinning his hammer as thunder rumbled.

"You will pay for this, vile villain!" Thor bellowed, lightning meeting his weapon. A hurricane was forming, blowing Leo's hair to the side. With a roar, Thor unleashed a powerful blast of lightning, lighting up the sky as it raced towards Leo.

Sighing, Leo raised a hand, greedily sucking up the energy gathered. The powerful blast was quickly absorbed, empowering him. With this, he dragged Thor down towards him with his telekinesis. The god tried to struggle, but it was pointless. He was further dragged down, until his neck was grabbed by Leo's iron grip.

Humming, Leo raised a hand, hands pointed out like an arrow. With practically no resistance, he stabbed his arm through the god's torso. Thor coughed out blood as the crimson liquid poured from his wound and Leo's hand.

"Huh," Leo said, an inquisitive look on his face. "Looks like my question was correct." He grinned sadistically. "Gods do bleed."

With that, he threw Thor away like trash, looking at the last man standing. "You know," Leo said, licking the blood off of his hand with glee and slurping it, "it's admirable that, in a world of monsters and gods, you are able to stand against one who eclipses both, with nothing but your intellect and technology. I'd credit you... except you're unbelievably stupid."

"We'll see about that," Iron Man said. Missile darts popped from his back, heading towards Leo. The mutant just stood as they exploded against him. Smoke gathered as Iron Man flew towards him, feet aimed at him. A scoff was heard, before Leo grabbed Iron Man's ankle. Smiling, he slammed the man on the floor like a ragdoll. He did this a few more times, chuckling as he did so.

He let the armoured man - who was coughing - go, looking down on him. With a grunt, Iron Man weakly flew away, chest beam glowing. His unibeam fired, hitting Leo point blank. The mutant walked forward, not even bothering to absorb the energy. "You know the difference between you and I, Stark?"

As he drew close to Iron Man, the Armoured Avenger stopped his attack, going for some punches and kicks that had Leo laugh. "It's that you're using your toys to try and become powerful. Trying to become something significant. Me?" Leo's eyes glowed. "I _am_ power."

Leo released a massive wave of energy. Iron Man's circuits were fried, his suit shutting down promptly. He looked at his armour in surprise and fear.

"Electromagnetic energy," Leo said, using his telekinesis to precisely rip off each piece of his armour. "Excellent at disabling technology. Never thought I'd use it, but here we are."

Leo kept ripping off the armour, revealing Tony Stark, wearing a black bodysuit. The playboy billionaire shook with fear, going on his knees as he stared up at the approaching Leo. The teenager looked down at him apathetically, boredom written across his face. He mentally went over how he would kill him. Stab him, decapitate him, blow him up, rip him limb from limb... no, none of them worked. He mentally sighed. His original plan was fulfilled anyways.

"Job 6:14: To him who is afflicted, kindness should be shown by his friend, even though he forsakes the fear of the Almighty," Leo quoted, voice void of emotion. "An interesting Bible passage that I found fitting for this scenario." He looked deep into Stark's fearful eyes. "Even though you have attacked me, even if I loath humanity as a whole, even if I'd like nothing more than to rip your head off and laugh joyfully, I will spare you today, Stark. Know that just as God would show mercy to even the wicked, I will show you mercy, even though you do not deserve it. Just as a sinner should fear the wrath of God, fear me. Dread my coming. Look at your shadow, and know that even that is not safe from me. There is no corner too small for me to reach you. No end I will go to,to torture you. Remember this as the day you angered God, and all of you lived to tell the tale."

With that, Leo teleported away, leaving a fear-stricken Tony Stark and a limping Captain America as the only conscious members of the Avengers.

 **XXX**

 _Unknown place..._

In a massive void of anger, rage and darkness, a shapeless being floated. It's being shifted between male, female, animal, and other features that shifted too quickly to be noticed. It just stared into the blank void, an emotionless look on its face.

As it continued staring, its body was suddenly bathed with red. Its entire being was enshrouded by crimson, almost enveloping him. As it was alight, its red, chaotic orbs snapped open.

" **Good**..." it muttered, though it had no mouth to utter anything. It closed its suddenly awake eyes, a malicious grin on its face.

 **Finished!**

 **Glad I managed to get this out. Hope y'all liked it.**

 **For the lemon, I made it shorter than what I'd usually write. Although it pains me, I did it because I wanted to get to the bombing of Manhattan and defeat of the Avengers. This wasn't done randomly, as I wanted the stakes to be raised a little higher. As such, many important characters (or deemed important by most) have died. Next chapter will reveal just who died. Oh, and the cameo at the end is very important, and I was wondering if anyone could guess it. If you can, congrats to you, and a cyber cookie is delivered to you (Hint: it's connected very deeply with Leo).**

 **This was supposed to be out sooner, but I had issues to take care of.**

 **Now, with that out of the way, Guest review time:**

 **1) True, as this'll be done in the near future. The enhancements will increase their sexiness, beauty, etc. Along with making the sex rougher. And there's nothing wrong with appreciating the female form at all. I won't kill too many of the villains and superheroes, as there does need to be consistency.**

 **2) I'm glad you liked the lemon, and hope you liked this. The White Phoenix version would've made a better version, and I'm kicking myself at not doing that. Glad you liked each bit of the last chapter. And the telepathy idea for the harem is a great idea and ready to go, although for Emma and Mystique, I want them to provide a challenge for Leo (with their attitudes, it'll make them joining the harem all the more sweeter, trust me).**

 **3) Glad you liked it. And the 65% bit was just a random number I put down. Your point on the *possible* extinction of humans is valid, and I'm trying to see how I can work it around the points you gave. Thanks for that.**

 **4) Glad you liked last chapter. Hope this lemon was satisfactory (it was only short because I wanted to focus on the fight and death scenes, but hope it was still good). Mystique's lemon will be a little long but sweet in the end, that I promise. And no, the women won't get pregnant. That'll be possibly in the distant future, or in an epilogue or something.**

 **5) That's a valid question, and the answer is that his powers will be showcased much more soon. And he will eventually gain a mastery of both technology and magic, as that is mainly why I love Doom (aside from being an awesome villain).**

 **6) Deadpool will eventually be featured in this story. And you hit the nail on the head about the encounter between the two, as I'll have a great laugh writing it.**

 **7) Glad you liked it. And this story is somewhat of a close second to update. The reason it's a tragedy is that most of the future actions Leo will perform _will_ have a lasting effect on him and his harem. Though I agree with your points 100%, so I'll see what I'll do.**

 **8) I'm glad you're back, my good friend. Hopefully, my future lemons will be satisfactory, as I'll have absolute joy writing them.**

 **Well, that's all. Now, Imma sign off, as I am so tired. Plus, need to buy some Christmas presents. Thanks to all those who f,f,r and r the story.**

 **Read and Review! And Merry early Christmas!**


	8. Chapter 8

**Chapter 8:**

The destruction on Manhattan was extremely severe. A quarter of the population was destroyed, killed instantly by what looked to be nuclear bombs. Half were extremely injured and disabled. The rest were missing. Buildings and streets were obliterated, only several landmarks being recognisable. Superheroes were working overtime, rescuing the missing civilians, and tending to the wounded. The dead would be buried later. The Defenders roamed the streets, picking up and rescuing several children whose parents were killed. Some parents even had their own children killed. The Fantastic Four pitched in, doing their best to help.

Many civilians and superheroes that were alive, they mourned for their loved ones, who died instantly in the assumed wide-spread terrorist attack. Among them was a very familiar and iconic figure, who knelt in the local cemetery. Which - thankfully - was one of the places that was somewhat unscathed. His dead, glassy look gazed upon the tombstone, which rested beside another cherished one.

 _May Parker_

 _1962 - 2005_

 _Beloved worker, cherished aunt, and wonderful woman_

 _May her soul rest in peace, for she will be dearly missed._

Peter Parker kept on reading over the words, the scar on his heart still present and aching. His tears had long since dried up, his eye ducts not able to produce any more. He was just... dead. Both on the inside and outside. The only thing on his mind was seeing the image of his beloved aunt, crushed underneath all the rubble of their home.

 _Spider-Man was web-swinging across the air, dodging and ducking between falling skyscrapers as they collapsed. "Oh, look! A game of dominoes: building-sized edition!" he weakly quipped, his humour doing its best to mask the horror he felt. "Man, why do I feel like I'm losing?"_

 _His Spider-Sense was working overtime, ducking and weaving through each obstacle, sometimes helping him avoid getting crushed or killed. His sharp eyes caught the sight of a particular building about to fall on what looked to be a mother and her son._

 _"Oh, boy!" His lenses widened as he swooped down quickly, shooting out a web that caught both family members and quickly snatched them, just in time to avoid getting crushed. He caught the two of them, gently placing them down._

 _"Thank you, Spider-Man!" the mother thanked, tears springing in her eyes as she coughed, some soot catching in her throat. The young boy hugged Spider-Man's legs._

 _"No problem. Quick, get to safety!" he ushered, making them move along and avoid the collapsing debris. Spider-Man shot out his webs, carrying himself up and around the destroyed streets of Manhattan._

Who could've done such a thing? _he thought to himself, his sharp eyesight trying to pick up any more civilians. Eventually, his eyes went over a familiar house. His own, in fact. Huh, he wondered if Aunt May was alrig-_

 _Immediately, Spider-Man's thoughts came to a sudden halt as his blood turned cold. Without even thinking, he swung towards the house, landing in a heap and moving the debris. "No, no, no, no, no, NO!" Spider-Man yelled frantically, desperately hoping against all hope that he was wrong. That he wouldn't find-_

 _The hero stopped, horror written across his features as he saw an image that would haunt him for the rest of his days. His Aunt May, her body broken and twisted. Her limbs were bent at an odd angle, her frail body having bones poking out. Her spine was snapped, her body arched, and a stray pole of stone was embedded into her abdomen, a look of shock and pain on her face. Her blood covered her body as she stayed there, frozen like a statue._

 _A weak moan came from Spider-Man's lips as he converged onto his dead aunt, cradling her body. He ripped off his mask, stray tears falling from his eyes like waterfalls. "No... it can't be." He sobbed as he stroked May's face, trying to earn a reaction. "L-Let this be a bad dream. T-Today's just-just starting out bad! I had J-Jameson bark at me this morning, so m-maybe this is just bad luck springing itself on me! Y-Yeah..."_

 _Deep down, he knew that this was real, and that his aunt died. Her cold body was enough to inform him of the hard, severe truth._

New tears spurted from his eyes at remembering the memory. He leaned forward, hugging the tombstone of his aunt like a lifeline. "I-I'm sorry, A-Aunt May," Peter sobbed, tears coating the stone. "I-I failed you. I d-didn't e-even get to t-tell you that I-I'm Spider-Man. I didn't even t-tell you about my w-whole l-life, the l-lives I saved, the b-baddies I fight..." Peter's face scrunched up, the emotion getting caught in his throat. He swallowed it, pushing forward. "H-How, it was my fault U-Uncle B-Ben died."

As he poured his emotions and secrets out, his mind was in turmoil, trying to cling onto something. Eventually, it came upon his aunt's death. More specifically: the reason. This wasn't a random terrorist attack. He didn't know how, but he could tell. Someone did this. In a world of superheroes, super geniuses, gods and monsters, it wasn't too far-fetched to assume that someone had the power to bomb Manhattan.

Peter wasn't usually one for vengeance, having learned his lesson after chasing after Uncle Ben's killer. However, now the familiar tinges of rage and fury burned deep in his gut. This person - this... _monster -_ killed thousands of people, and injured and disabled a thousand more. Families were trying to locate their families. People mourned, wept for the ones lost. His own aunt - a kind, loving, wonderful woman, who didn't deserve the death she had received - had perished in the same incident.

He gripped the tombstone tightly, almost breaking it. "Please. Someone out there," Peter begged - no, _prayed._ "If anyone's out there. God, please, listen to my prayers. My aunt, these people. None of them deserved to die. So, please. Just... humour me a little. Please, bring my aunt back. Make the psycho who did all of this pay. Just... please."

Fortunately, it seemed God was willing to listen to Peter's prayer. Unfortunately, _he_ intervened. Where light was about to approach Peter and do his best to mend his soul, darkness covered the light, taking its position.

 **"Oh, is that right?"** a dark, demonic voice spoke in Peter's mind, making him jump and whirl around. His head turned left and right, yet he was unable to identify who or where the person was.

"Who are you?! Show yourself!" he yelled, before slumping his shoulders. "Great. I can't even catch a break. I got voices in my head."

 **"I am more than a voice, Peter Parker,"** the voice spoke again, making Peter get on guard again. " **I am much, _much_ more. But enough about me. Let's talk about _you._ You seem so... angered. So distraught. Has the destruction of Leonardo Sebastian hurt you so much?"**

"Leonardo? Is that the son of a bitch who did all of this?" Peter asked, a furious look on his face.

" **Yes, yes, yes! Oh, what rage that boy has."** The voice chuckled, seemingly amused. " **His hatred for humans is quite interesting. Even demons do not harbour such a deep and powerful fury that boils in that boy's soul. Alas, while he would make a much better partner, his emotions are a wildcard. He's still just a hurting little boy with some abandonment issues. But enough about him. I want to focus on you, Peter Parker."**

Peter gulped, not sure if he should trust the voice speaking.

" **I can bring her back, you know,"** the voice mused, making Peter's neck snap in shock as he looked up in shock. " **Your Aunt May. While** **I can't revive everyone that Leonardo killed, I _can_ bring May Parker back. The only thing I'll need, Mr. Parker, is your word that you will follow me. Listen to my word, and I can even assure you that Leonardo Sebastian will be dead at your feet, slayed by your hand."**

Peter's eyes widened at the thought, his mind moving. Admittedly, his senses were warning him against trusting this being. He was most likely a demon, or some sort of dark entity. And it was more than likely that he'd stab Peter in the back. Yet... he found the idea to be tempting. His mind was screaming that he kill Leo, ignoring the experiences he'd had with revenge. Leonardo was a villain, a murderer who destroyed Manhattan and killed thousands, including his own aunt. In his mind, he deserved justice.

"What do you want me to do?" Peter asked, his voice steely. The voice was silent, before a figure started to form beside him. It was a tall, shadowy being. He had long, flowing black hair, horns on his head, and red, crimson eyes. He looked like the stereotypical depiction of Satan.

The figure grinned, fangs displayed. **"Oh, I have great plans for you, Peter Parker. But first, allow me to introduce myself. Call me... Mephisto."**

 **XXX**

Nicholas Fury stared at the screens before him on the S.H.I.E.L.D. Helicarrier, struck silent. When he first received news of the attack, he was immediately trying to find out who had caused all of the destruction. He couldn't send in any agents for rescue during the whole thing, not unless he could risk them dying.

When the dust cleared and settled, he had sent out any agent he could, trying his best to rescue anyone they came across. Still, it was not enough.

This... this was something different. Something new. Something that they knew would come true, yet were never quite ready for it. The day where S.H.I.E.L.D. was supposed to step up, protect the innocent lives. So far, they were doing well. Then, this all happened: Manhattan destroyed, likely done by the hand of a single being, maybe more. Fury wasn't stupid, he knew that this happened deliberately, done by a super-powered being. Or beings. It was too sudden for the destruction to happen.

He knew that certain events like this happened, Devastation Day and the Bayville Incident coming to mind. These three incidents were interlinked, they had to be. No high amount of death came like this coincidentally, or by some random terrorists or villains. Someone was behind all of this. Someone dangerously powerful. He decided to try and get help from several of his 'friends' to help figure out the cause.

"Abigail Brand of S.W.O.R.D. speaking," a woman with green hair wearing glasses who appeared on the screen, replacing the carnage that was shown. She wore a body suit that ramped around her frame, although she had subtle muscles. "Colonel Fury, are you calling about the recent destruction of Manhattan?"

"Why else would I be calling, Agent Brand?" Fury responded sarcastically. "Have you gotten any satellite readings? Any recordings before the incident took place?"

Brand frowned, seemingly working at a nearby computer. "Nothing so far. All of our technology was scrambled before the incident took place. Wait." She frowned. "I'm managing to piece together a picture. It's faint... almost blurry, but I can make out the image of a man. Roughly six foot four, looks to be of Hispanic descent, but... that's it. His face is unrecognisable."

Fury clicked his teeth, his only lead coming to a dead end. He slammed his hand on the communication desk. "That's not good enough for me, Agent Brand! I want you and the agents at S.W.O.R.D. to start working at identifying that figure yesterday! Ethnicity, powers, face, age, everything!"

"But sir, we can't-" "Maybe you're not recognising the situation at hand, Agent Brand," Fury interrupted, voice lowering itself to being barely above a whisper. Brand flinched at the other end. "Manhattan is practically gone. All of its residents are either dead, missing or crippled. The Avengers were defeated by this unknown force. If left unchecked, he could possibly do more damage, leading to more deaths. So, unless you want to hand me your resignation papers, get your ass in gear."

"U-Understood, sir!" Agent Brand saluted quickly. "Agent Danvers will also be on the case immediately, sir!" The screen turned blank, leaving Fury to his thoughts.

There were questions, and it was Nick Fury's job to get answers and to protect the world, even if it didn't want to be. He knew that the threats were getting more dangerous and even S.H.I.E.L.D. was hard placed to play catch up. Something had to be done soon, or there'd be no world to protect.

 **XXX**

 _(Abandoned Warehouse)_

The tension was so thick that it could be cut with a knife. Quicksilver, Toad, Blob, Avalanche, the newly dubbed Phantazia, Pyro and Forge stared at the two beings, who stared at each other. One glaring, the other apathetic.

"When I told you to take care of your urges," Magneto started, his glare increasing with each word, "I didn't mean level Manhattan."

"I fail to see why you are so angry," Alucard responded, a bored look on his face. "I wasn't noticed, and I was able to get rid of a good majority of humans. I thought that was what you wanted."

"Yes," Magneto hissed, "but not when it leads to our group being discovered! Because of your actions, many people are blaming it on mutants! There are accusations being fired everywhere, the blame shifted upon us without argument!"

"Then we will respond in kind," Alucard responded, a savage grin appearing on his face. "When they rally up against us, we will of course attack them, slaughtering them by the dozen."

Magneto growled, the metal around the warehouse rumbling. It had just occurred to many of the young mutants that they were surrounded by a small junkyard, a couple of yards away. Giving Magneto the immediate advantage. "Not when our plans have yet to come into fruition!" he barked. "You are pushing each and every one of my plans ahead, not allowing any of us to prepare or counteract what is yet to come!" Metal immediately surrounded the mutant's form, springing towards Alucard. "I have put up with your insubordination long enough, boy!"

Just as the metal was about to wrap itself around him and crush him, it halted. Shocked, Magneto tried to edge the metal forward, only to reach resistance. He gasped as his body was being dragged towards Alucard, whose hand was outstretched. He grasped the older man's neck, squeezing. Magneto gasped, the metal trying to defend its master, only to halt again, crumpling like tissue paper.

Eyes glowing white, Alucard used his telekinesis to vibrate the molecules in Magneto's body, specifically his right arm. The Master of Magnetism screamed in pain as his arm exploded in a shower of blood and bone, frightening the other mutants present.

When Alucard spoke, his voice was low, quiet even. Yet, it carried such volume that everyone flinched. "While I understand your concern, Magneto, I need to remind you of one crucial detail. Something that every sane being should do. Something even the stupid should know, the blind should see, and the deaf should listen to: do. Not. _Ever._ Test. Me. You care about your precious plans so much, I'll just kill you and take control myself. Do not think that you are the superior here, lest you will find your time on Earth very, _very_ short. Do you understand me?"

At hearing the man gasp and choke, Alucard dropped the man, giving him an expectant look. Reluctantly, Magneto nodded. Alucard smiled. "Good. Now, if you need me, I need to take a leave of absence. Don't bother calling me unless it's important." With that, Alucard walked out of the room, apparently removing the tension from the room.

"... That was so hot," Phantazia mumbled, receiving odd looks from her fellow mutants.

Avalanche turned to Quicksilver, who rapidly paled. "Still want to piss that guy off?" The speedster stayed silent, fear apparently choking him.

 **XXX**

 _(Leo's Apartment, Outside New York)_

"Jean, this is Wanda Maximoff," Leo introduced, the two girls standing and sizing each other up. He watched, amused at the entire thing. "Wanda, this is Jean Grey."

"Hello," Wanda greeted, a smile plastered on her face as she extended her hand. "It's nice to meet you."

"Likewise," Jean responded, shaking her hand. Immediately, both of their hands flared up with their respective powers; Wanda with her Chaos Magic and Jean with her Phoenix-enhanced psychic powers. They both silently glared at each other, trying to make the other one give up.

"Alright, that's enough," Leo admonished, chuckling. He pointedly looked at each girl. "There are no favourites between you two. A little rivalry is good and all, but no fighting. Understand?"

"Yes," both of them uttered, scowling. Leo smiled. "Good. Now, there was a reason I called you here. Wanda, how have you gotten with the exercises I've given you?"

Wanda brightened, pleased to be talking about something that she took pride in. "It's going great. Things don't suddenly explode or 'warp' when I don't want them to. Not to mention, I'm getting good at using my telekinesis."

Leo nodded with a smile, while Jean looked intrigued at the last bit. "Is she a telekinetic?" she asked, curious.

Leo shook his head. "No, her mutation is something more... complicated. But enough about that, how are you doing Jean?"

Jean grinned. "I'm getting more powerful. The mental exercises you offered are amazing. Not to mention that my mental barriers have gotten better. I've chosen a library as my mental defence."

Leo frowned. "Won't that make it more easier to access your thoughts? It was similar to the one you had before."

"Yes, but it's a rotating one. Every second, the spines of the book shift between each other, always moving throughout the entire space. Destroying it with pure force wouldn't work, as I've programmed them to teleport to a particular spot inside my mind, making it so that no one could reach it. And even if they did, it'd constantly teleport and move further away from them."

Leo was intrigued, as well as impressed. That kind of mental manipulation was astonishing. He hadn't even thought of something as simple, yet effective as that method. "Amazing. I knew that you had extraordinary talent, and you continue to amaze me."

Jean chuckled, blushing a little. "Thank you, darling. Can I expect to get a reward for being so good?"

"Absolutely," Leo muttered, stepping forward and wrapping his arms around the redhead, kissing her easily. Jean responded, moaning at the action. Wanda blushed, looking away at the scene before her. Though she discretely eyed the way their lips moved, a look of envy written across her face.

The two separated, Leo having a lustful look on his face. He groped her ass, making her hum slightly. "We'll go over the terms of your reward later. For now, I a suggestion for the two of you."

The two girls nodded, looking at him expectantly.

"I'm planning to meet with a man called Karl Mordo. He's a powerful sorcerer, rivalling even Strange, the Sorcerer Supreme. Though, unlike him, he's able to dabble in more... darker aspects than Strange. I'm planning for him to help teach both me and Wanda in the ways of magic."

"Magic exists?" Wanda interrupted, a shocked look on her face.

Leo smiled. "Wanda, I think the question you need to ask is what _doesn't_ exist. There are many mysteries to the world that we don't know the answer to. Anyway, I plan to go to him with a proposition. I've scoured Strange's mind for several secrets that he would eagerly want. He wouldn't miss the chance to obtain magic that Strange possesses."

"Then why am I going?" Jean asked, curious. "I can't cast magic."

"True, but telekinesis is an art practised in magic as well. And as gifted as you and I are, it wouldn't hurt to expand our repertoire of skills."

"Alright, but can I ask something?" Wanda asked, a curious and fearful look in her eyes. At Leo's nod, she continued. "Did you destroy Manhattan?"

At that, Jean also looked curious as well.

"I did," Leo answered, not in the least bit ashamed of his actions. Both of their eyes widened at his answer.

"H-How?" Wanda whispered, a hand placed on her mouth. "Why?!"

Leo was silent for a moment, thinking about how he would answer the question. "The 'how' should be obvious, however, the 'why' is quite simple. Both of you know of my hatred for humans. And while it mainly stems from a more personal matter that I won't discuss, my experiences with them frankly disgust me. Looking around, they're practically destroying the world they themselves inhabit. Wars plague the planet, pollution and poverty rampage through out many places, choking nature."

Leo's eyes got colder and colder as he continued. "They are petty, weak and hypocritical. They squabble and battle over the most useless of conflict: land, government, sexuality, women's rights, nature, race, etc. They won't change. They've had hundreds of years to learn from their ancestors' mistakes, and they still continue the same actions. But we mutants are better. All of us have suffered at the hands of humans. Either because we are better, more beautiful, or more gifted. People say the humans fear what they don't understand. And while that's true, another fact many ignore is that humans are nothing more than savages. Parasites. Monsters. They loathe and envy those above them, those who are more gifted and better. Yet, when they have power, they basically lord it over others, usurping many and dominating their wills, simply to appease their egos. They're a disease. A sickness."

Both Wanda and Jean were silent as they listened to his speech, silently agreeing with his words. Humanity, despite the claims that they've made leaps and bounds in advancements, still pretty much acted the same, only using different tools and methods to achieve the same result.

"So, you destroyed Manhattan, because of your hatred of humans?" Jean asked, a frown on her face. "While I understand that, and agree with it, there are still some decent human beings. My parents, for example..." Her eyes widened, suddenly glaring at Leo. "My parents! You killed my parents!"

Leo raised an eyebrow. "I did?" He suddenly had a knowing look on his face. "My apologies, I simply forgot that many mutants had human parents."

"You forgot?!" Jean yelled, fury blazing across her eyes. Parts of her body bursted into flames, shocking Wanda and making her move back slightly. Leo was unimpressed by the display. "How could you do such a thing?! My parents were the ones who took care of me when I figured out my powers! They were good people, and you killed them!"

"Calm yourself," Leo spoke, a calm look still on his face.

"Calm myself?!" she screeched, the fire behind her morphing into the shape of the Phoenix. Many parts of the apartment had already melted from the heat. "I'm not calm! I'm furio-"

Leo clicked his fingers, the tips glowing with a soft red glow. Immediately, Jean's flaming aura vanished as she stared, shocked.

"Wha-" "Jean," Leo said, looking at her. "I understand your plight. I may disagree with you, but I see your point. Your parents were central in your life, so it is understandable that their loss would devastate you. I plan to fix that." His body glowed with energy, before ten orbs separated from his body, transforming into clones. He looked at each clone. "Retrieve any human parents of any mutant that we've come across. As well as that, do that same for any mutants that you come across. I seemed to have realised my earlier error."

Nodding, the clones teleported in a burst of energy to carry out their tasks.

"What are you doing?" Wanda asked, her horror and intrigue replaced by curiosity.

"Amending an error on my part," Leo simply answered. After five minutes, the clones appeared in a burst of energy, carrying corpses with them. The two girls jumped back in shock, their noses assaulted by the foul stenches of the dead.

"A-Are those the corpses from Manhattan?" Jean asked, a disgusted look on her face.

"Yes," Leo answered, a shining hand outstretched towards one of the corpses. Thankfully, many of them were still intact, so he didn't have to go to extreme lengths to restore them. A hand placed one cheek had the glowing light flow throughout their bodies, healing most of its injuries. The healing had the corpse identify itself as female, with grey hair and a little weight added to her form. Her eyes opened, making Jean gasp.

"Mum?" she gasped, tears springing towards her eyes.

"W-What... What is going on?" Elaine Grey uttered, throat a little raspy. She coughed. "I-I saw... flashing lights. An explosion. I-Is this heaven?"

A chuckle made her look up, seeing Leo's amused face. "Trust me. You most certainly are not." He walked towards the next corpse, who thankfully was fully intact, only having a piece of shrapnel stuck in his throat. Removing the shrapnel from the wound, he then resurrected the elderly man in the same fashion as the elderly woman.

John Grey gasped, clutching his neck frantically searching for the wound. "W-Where..."

Next was Vivian Daniels, then Evan and Dorothy Pryde, Julian Keller **(1),** Cessily Kincaid **(2),** Victor Borkowski **(3),** Nicholas Gleason **(3),** Joshua Foley **(4),** Santo Vaccarro **(5)** and David Alleyne, along with their respective parents. All of them looked confused, rising and looking around. Not having the time of patience to deal with them, he used his telepathy to mentally control them, lowering their thoughts of confusion and shock, replacing them with shock and obedience.

 _I know that many of you are confused,_ Leo mentally explained, making all of them listen. _I know that you believe that you have died. And you are correct. You did die. But I have given you all a second chance at life. For all of you mutants, I want to give you all a purpose. A chance to gain control of your inherit powers, see them as gifts rather than curses. Parents, support your children through their endeavours. Encourage them, rally them. For the time for mutants to stand at the top of the food chain is coming._

They nodded simultaneously, making Wanda and Jean get creeped out. "W-What's going on?" Wanda asked, confused.

Leo gave a small smile. "Me amending a mistake on my part, and creating a glorious opportunity. Now, let's go."

 **XXX**

 _(Mordo Castle)_

Karl Mordo - also known as Baron Mordo - looked at the image the water showed him in thought. Mordo was a powerful sorcerer almost, equal in strength to his rival, Dr. Strange. He wore a completely green ensemble that included a long-sleeved shirt, pants, a sort of loincloth and a cape that had two sharp points at the shoulder that extended so they were equal in height with his head. He had grey hair and brown eyes that were constantly searching for more ways to gain power.

Right now, he was studying the image of Manhattan in ruins. He hummed, seeing the corpses littering the ground, the buildings in ruin, and the devastation present. He didn't particularly care about Manhattan's destruction; in fact, the only reason he was even viewing the image was because he had felt Strange's magic signature, trying to locate something. Most likely the cause of all of this.

Mordo frowned in thought. He himself was intrigued at what had happened. He had felt no magic used, so what had happened was pure power. Who or what could've done such a thing? He knew that sorcerers weren't the only powered beings that roamed the Earth, but to so brazenly make an attack on a populated city? Either this person was so arrogant in his actions that they didn't care about repercussions, or they had a specific goal in mind other than just senseless destruction.

"I see you are enjoying the view," a voice commented behind him, making him whirl around in shock, magic curling around his fingers and ready to utter a spell. He was halted, however, by the familiar Crimson Bands of Cyttorak that wrapped themselves around his body, immobilising him.

"W-What is this?!" he exclaimed, struggling to escape. "Release me at once!"

"But you haven't even heard of my proposition yet," a voice said, making Mordo crane his neck to look at who spoke. There were three people in his lair. The one in the front - and presumably the one who had spoken - was a young male, his features Hispanic in origin. He wore casual clothes, jeans, a jean jacket and a black top - yet, Mordo couldn't help but feel incredibly small in his presence.

The ones behind him he was equally fearful of. They were both girls, with the redheaded one leaning against his side. Her emerald green eyes glowed with absolute power that demanded respect from all those who gazed upon her. She seemed to be wearing casual clothes as well, yet - just like the boy next to her - her aura frightened him. Mordo swore that he even saw flames dance around her eyes.

The last girl had blue eyes and brown hair, while wearing clothes that could be considered goth, something that Astrid would wear when going casual. While she looked more defined than most ordinary humans, she arguably looked the least impressive amongst the group. And yet, Mordo reeled back in shock at the sense of wrongness that he managed to pick up from her. Her aura was chaotic, and seemed just as frightening as the others.

"Karl Mordo," the male spoke, making the sorcerer's attention drift to him. "I have an offer for you."

Immediately as he spoke, the door behind them burst open, a woman running through and snarling at them. She looked to be in her mid-twenties, and had beautiful blue-black hair that grew in ripples, with a body similar to a gymnast's, which didn't detracting from her feminine curves which were considerable. Her eyes were beautiful brown that looked like molten pools of chocolate that seemed dull with greed and cruelty. She had a face that was perfectly heart-shaped, with a nose that was not too small and not too big for her face. All of this was enhanced by her clothing which consisted of black fishnet stocking beneath black shorts, a semi-loose green shirt the same shade as Mordo, which had a few buttons unbuttoned at the top along black high heels that gave her just the right lift to enhance every curve.

"Who are you?!" she asked, glaring at the intruders. "Release my father at once!" She slammed her hand onto the ground, summoning what looked to be a demonic fire creature. The demon roared, flames flying from its body.

"Kill him!" the woman ordered, making the demon charge.

"Astrid, wait!" Mordo yelled, but it was too late. Leo held his other hand out to the approaching demon. "Crystallitato Tellustris!" he chanted, using his magic for the first time. Of course, because this was his first time, the results weren't... quite as expected. Instead of using the spell he had copied from Strange to summon a couple of ice pillars to push the demon back, the ice shot out from the ground, encasing the fire demon in a cocoon of powerful ice. Ice so cold that it froze the demon's flames on contact.

Leo frowned while the others stared in shock. "Too much energy," he noted, looking down at his hands. It seemed that was the first attempt at magic was shoddy; while it did its job, the magic he used was _way too_ much. It was like he commanded his brain to allow him to walk... only for his leg to suddenly shoot out at the last second, sprinting into a run.

Astrid would've said something, but she was held in place by Leo's telekinetic hold. "As interesting as that result was, I'm not here to fight. I have come to offer you something, Karl Mordo."

"What exactly do you have to offer me?" he asked cautiously.

Leo smiled. "I'll keep our dialogue short. My name is Leonardo Sebastian. These are my... associates, Jean Grey and Wanda Maximoff. We have come here to learn magic from you."

Both Mordo and Astrid gaped at him, before the latter sneered. "You barge into our home and attack us, and you expect us to-"

"Astrid, quiet!" Mordo hissed, making his daughter's mouth clamp shut. He frowned at Leo. "What exactly do you mean? You just casted magic just now."

"Yes, but - to be blunt - my control is shit," Leo summarised honestly. "As you can see-" He gestured towards the frozen fire demon "-I didn't intend to freeze the demon solid. Merely slow it down. As a master of magic and rival to the Sorcerer Supreme, I have high hopes that you'd be able to help me."

"Why should I?" Mordo asked, scoffing. "I have no time to waste upon teaching an apprentice. And even if I did, you entered into my home and have me and my daughter bound! Why would I even bother listening to your request?!"

"If I hadn't done so, you would've attacked me," Leo countered. "You should actually be thankful. Many people who've attacked me have ended up on my list."

"Your... list?" he questioned, confused.

"Yes. My 'Death' list," he elaborated, smirking. "Detailing how I've killed them, how many I've killed, why I've killed them. Though, it's getting quite full, going up in the thousands. Would you and your daughter like to be added?"

The two sorcerers were struck in horror, fear seizing control of their hearts. They knew that he could back his threat up. Mordo especially, since he was started to sweat at the sheer size of Leo's magic. It was like a beacon, glowing and easy to be seen from practically every sorcerer. It was something that - quite frankly - made Mordo shake in horror.

"But, I'm not here to threaten you," Leo said, smiling easily. "I have come with something of value to you. I contain several... _interesting_ little tidbits on your buddy, Strange. Most of them are useful; spells, incantations and secrets on his own Sanctum."

Mordo's eyes went wide at his words, thoughts racing through his head quickly. If what the boy spoke was true, then he had secrets only available to those elected Sorcerer Supreme. While he was almost equal in power to Strange, it was his title and gifts that stopped him from surpassing him. But, if he were to know his secrets, his _weaknesses..._ Mordo smiled a cold, greedy smile.

"So, you hope to offer me Strange's knowledge, in return for my help in learning magic?" Mordo summarised, pretending to think about it. "Seems to be a fair trade."

"Indeed," Leo agreed, an identical smile on his own face. "This knowledge will propel you to heights you've never perceived. If you kill Strange, all the better. Now, do we have a deal?"

Mordo thoughts drifted away slightly from the present and were filled with fantasies of killing Strange, taking his magic for his own, and gaining godlike power. It seemed too good to be true.

"We have a deal, Mr. Sebastian," Mordo agreed, eyes alight.

"Please, call me Leo," the mutant offered, grinning.

 **XXX**

 _(Manhattan, Ruined Avengers Tower)_

The utensils fell and cluttered on the table, Tony's hands shaking. The Avenger gripped his wrist, trying to do his best to get it to stop shaking. He wiped his sweat-coated brow, growling at his thirtieth failure. He made to pick up his tools again, only for a hand to clutch his own suddenly. "Tony."

Tony's fear-filled eyes moved to meet Steve Roger's own, the soldier staring at him with a concerned look. "Are you alright?" He winced, seeing Tony's incredulous expression. "Okay, that was a dumb question. Look, you need to stop. You've been at this for _hours._ You have to rest."

Tony snatched his hand out of the super soldier's grasp. "I'm _fine,_ Cap." His hand reached under the drawer, pulling out a bottle of scotch. Tony downed the whole bottle, Steve watching in concern. He finished drinking, wiping his mouth. "I'm just... trying to get into the grip of things again."

"You have to rest," Steve repeated, making Tony bristle. "You drinking isn't going to help anyone. We need to-"

"What?" Tony hissed, throwing the bottle of scotch at him. Steve quickly dodged it, the glass shattering against the wall, the liquid pouring off the wall. "We need to do _what?_ Rest? Slow down? No. There's no time. No place for that here."

"Tony-" "Manhattan is _gone,_ Cap," Tony interrupted, fingers curled, looking like he was about to hit someone. "The people, the buildings, the _spirit._ All gone. The Avengers are practically destroyed. The people are crying in horror. All gone. Thanks to that-that _monster._ "

 _Dread my coming,_ Leo's voice spoke, the memory causing Tony to spasm in fear, his body shivering violently. _Look at your shadow, and know that even that is not safe from me. There is no corner too small for me to reach you. No end I will not go to, to torture you. Remember this, as the day you angered God, and all lived to tell the tale._

"I know," Steve nodded, a dark look on his face. "I was there, Tony. I remember the fear, the terror, everything. I felt the helplessness that I had. _He_ didn't even look at me, consider me a threat. We both went out unscathed, but at least you were given the attention. I was nothing. An insect in comparison to his gaze." Steve chuckled bitterly, surprising Tony. "No, even lower than that."

Tony snorted. "Trust me, you weren't missing out."

"My point is," Steve continued, "we have to keep fighting the good fight. I know that things are looking bad. Believe me, I know. This... this feels worse than what I went through in the war. Maybe... even worse than I felt when I lost Bucky. We failed these people, Tony. We're heroes, the one to defend the innocent and beat back the bad guy. We couldn't even do both.

"But, if there's even one person left standing, then there's hope." Steve's voice rose in volume-no, _p_ _assion._ Righteous, furious passion. "Many people were lost. We can't recover from that. I don't think we ever can. But what I can tell you is that we shouldn't give up. Time and time again, oppressors, evil people, rose up and tried to take control. Tried to destroy the world. We've beaten them back. It might be a different time and place, but the same process goes on. We _will_ win. Because we believe that we can."

"Even if the world gets destroyed in the process?" the Armoured Avenger asked, fear bubbling up in his throat. He remembered the raw terror he had felt when looking up at _him._ He wasn't so eager to face him again. Especially considering the fact that he could tell that he was toying with the Avengers.

Steve had a hard, determined look in his eyes. "Well, if we can't save the world, we'll be damn sure to avenge it."

Tony smiled a little, the pep talk helping him with his nerves. However, unnoticed by him, the stock market numbers and money flow for Stark Industries was going down by the minute. It had taken a hit when Manhattan got destroyed, but was now almost gone, the income getting chopped in half each time. All going to one unknown bank account.

Having finished striking a deal with Karl Mordo, Leo arrived back into his apartment, grinning sinisterly as he checked his bank account.

 **Another chapter posted! A long one coming, but it is HERE!**

 **Hope y'all liked it. The reactions from everyone was absolutely fun to write... and exhausting. Lots of heartbreak, fear, anger, tension, disaster, etc, etc. But still fun.**

 **I put in the Mephisto cameo with Peter because he would take advantage of the situation at hand, without question. Who better to take control of than the famous Spider-Man? And I know that this is entirely similar to One More Day, but I wanted to do something different with Spider-Man's grief and anger. Namely, change his character. Already have an idea, and it's sticking.**

 **Also...**

 **(1) to (5) - I know that each of the mentioned mutants are American, but am unsure if they lived in Manhattan. So - for story's sake - just say they are.**

 **Next chapter will possibly cover everyone else's reactions, and Leo's training in magic. Captain Marvel will make an appearance soon (most likely next chapter), and I'm looking forward to that. I'm hesitant in doing so, as I want to watch the Captain Marvel movie before putting anything down, but it should work out. Hopefully.**

 **Now, Guest review time:**

 **1) - Thank you very much. And the matter's already been addressed. And it was Leo's own version of the Void.**

 **2) Already been addressed.**

 **3) Already done.**

 **(I'm not answering most of the Guest reviews, since they address the same thing)**

 **Now, with that out of the way, I bid y'all adieu. Thanks to all those who f,f,r and r the story.**

 **Read and Review!**


	9. Chapter 9

**Chapter 9:**

 _(High above the multiverse, Infinite Embassy)_

Mistress Death rarely found reason to ever visit the Infinite Embassy in her entire existence. Mainly because she wasn't much of a social creature and partly because she couldn't stand some of the other beings that would inhabit the halls of this place.

Death donned a simple appearance, something she normally chose to wear on occasion. She wore a simple dark cloak that hid her thin and skeletal figure. There were some womanly curves revealed, though not too much. Her face was a simple skull that seemed etched into a permanent frown. Her empty eye sockets gazed over the plane of existence she drifted upon.

The Infinite Embassy was created by the Living Tribunal aeons ago, as a sort of neutral ground that was located at the top of Earth's dimensional clusters at the same point in every reality at the same time. Many beings, ranging from gods, demons, immortals, talented mages and other beings of sufficient skill and power could stay and interact here. However, they had to all abide by one rule; everyone that chooses to be here must come in peace. Failure to do so, would draw the wrath of the Living Tribunal himself.

Death continued to gaze around the plane as she passed different gods who did well to part before her as her dark cloaked form stalked through the bright hallways towards one of the rooms on the far side of the embassy that's tailored for visiting entities.

As she approached the rooms she began to see more and more gods, some from earth, some from the many worlds under the Shi'ar empire, the Skrulls and even a few that she had forgotten about over the aeons. They all parted as she passed, none stupid enough to cross Death.

Eyes looking around, she finally arrived at the room that she had managed to seek out. Without any grace or decorum, she barged in to see the cosmic entity that she had wanted to _talk_ to; the Beyonder. Said being was sitting on a large couch with what looked to be two goddesses, who were both topless. This allowed their large, firm breasts to hang as they planted kisses on his torso and thighs. One of them was moving their hand towards his belt. The Beyonder kept on grinning, about to enjoy himself, until Death interrupted them.

Death didn't even have to speak as the three turned towards her. She just moved to the side and gave the goddesses a small stare. They didn't even bother to grab their clothes as they rushed past her at godly speeds. Interfering in the business cosmic gods like Death was suicidal, even for gods. When they wanted something, you did it, no questions asked.

"Really?" the Beyonder scowled at the embodiment of death. "Cock-blocking? Is that what you've resorted to?"

She didn't say anything for a good while, seemingly not hearing what he had said. Finally, she uttered, "Your actions have practically ruined the life stream on Earth."

The Beyonder sighed, seeming to know what she was talking about. "You talking about my investment?"

"I'm talking about Leo Sebastian, yes," she nodded, her voice ice cold. "He has not only killed those who were not meant to be killed before their time, but has even _resurrected_ several of those beings that he had killed. This is spitting in the face of my domain. This cannot be allowed."

The Beyonder shrugged, holding out his hand and summoning a glass of wine, even though he knew that he couldn't get drunk. "Not my problem. I only set the pieces in place for Leo Sebastian to be born into the person he is today."

"Yet it was your interference that had Nathaniel Richards and En Sabah Nur to become their future counterparts much earlier, and had them turn Leo Sebastian into the psychopath that he is today." Death's furious eyeless orbs bore into his head, although it seemed to have no effect on him.

"So, you're basically coming to bitch at me, because a couple of people died before their time, and Leo is reviving them?" The Beyonder chuckled, hand resting behind his head. "My, I didn't know that Death was so petty."

Giving out what seemed to be something resembling a growl, Death stepped towards him to grab him, only for the Beyonder appeared at the other end of the room, still sipping his wine. "Ah-ah. Careful Death, wouldn't want to piss of the owner of this fine establishment and risk getting wiped from existence. If that happens, who's going to take over your boring and weary job?"

Death hissed at him as her hollow eye sockets glowed with dark crimson energy. Suddenly, the room was suddenly filled with an eerie sort of tension. The Beyonder smirked at Death for a moment before his gaze flickered towards the doorway and he tensed at who he saw.

A being had taken the space that was previously empty. Its characteristics pointed towards it being male, but it was anything but. It had an odd blue hood covering its head, the three faces with blue glowing eyes seemed to follow the cosmic entities that it stood before. Its gold skin glistened as it bore into the beings before him.

" _ **What is the meaning of this**_?" it asked, its voice not too deep, nor too soft. It didn't seem to be higher than a whisper, yet carried itself across the room and even beyond.

Death stared at the Living Tribunal, an emotion seeming to flicker across her skeletal face. Her gathered energy fizzled a bit, before remaining stagnant. Luckily enough, the Beyonder seemed to answer for both of them.

"Nothing Tribunal. Just a little… disagreement on my tampering with one of the mutants on Earth," the Beyonder said, before glancing at Death's silent but seething form.

The Living Tribunal stared at the white-clad being for a moment, before it turned its attention towards Death and narrowed its glowing blue eyes. " ** _Cease,_** " was all it said, and Death's form went completely still, her energy being killed before the Tribunal's word escaped its lips. She then glanced at the powerful entity with annoyance... or what passed as annoyance with her skull-like face.

The Beyonder whistled seeing this. "Damn. Haven't seen you pull rank on anyone in a while, Tribunal."

" ** _Because I do not need to... until recently._** " The Tribunal's blue eyes turned to gaze at the Beyonder. " _ **We need to talk, Beyonder.**_ "

"What about?" he questioned, still sipping his wine, even after all that had happened.

" _ **Not here,**_ " the Tribunal elaborated. " _ **It would seem like my master would want a word with you**_."

Death seemed surprised, while the Beyonder hid his fear with annoyance. "Well, shit."

 **XXX**

 _(Bayville, New York, Bayville High School)_

"Move it, geeks!"

"Outta my way, losers!"

"Get lost!"

Kurt and Evans found themselves stumbling and landing on the floor for the umpteenth time, where a pair of 'accidental' feet had tripped them.

"This sucks balls," Evans hissed, anger burning in his eyes.

"Just hold it in, mein freund," Kurt warned, wincing as he stood up.

The students of Bayville High School hadn't always been this vindictive. Usually, they'd get bullied by only the jocks or popular kids, and be left at that. But more decided to join in on the fun. Wanting to get their kicks in. Their worries transferred.

Many of the students here had died from the terrorist attack on the whole of Manhattan. The school itself was destroyed, but it was a timely rescue and donation from Tony Stark and Reed Richards themselves that had the school up and running quite quickly, as the two geniuses didn't want any great minds and innocent lives suffer. That, however, didn't drive away the fact that many of their friends had _died._

Reports said that the Avengers were defeated. Rumours had it that the police were getting destroyed. People were on edge.

And so, they were _desperate_ for a diversion. A distraction. Something, anything, which could help them release their pent up stress and uncertainty. So a good deal of them had found fixes to help them cope. Many of the teenagers turned to some drugs and alcohol, without any of the teachers knowing, of course. Others had turned to bullying. Such as the case with Kurt and Evan.

The two weren't regular targets, as they usually surrounded themselves with the rest of the X-men. But the group were shaken. Jean and Rogue were missing, with no chance of them being found. Scott was working tirelessly to try and find the two, Jean especially. He was running himself ragged, which transferred into the training sessions in the Danger Room. He was more erratic, short-tempered, and cold with his teammates. Treating them more and more like expendable chess pieces rather than friends.

The rest were feeling depressed and hopeless from the entire fiasco. None of them could fully pick up the pieces that were left behind from two of their teammates leaving. Not only were they weakened as a unit on the field, but also as friends. And with the latest case in bullying, there was no one to help them when they needed it.

Kurt and Evans were turned into glorified punching bags. Walking catharsis machines. And they hated it.

The teachers were not inclined to help the two. If anything, it was the opposite. The school wanted to maintain the status quo and shattered reputation. They wanted to find a way to ease students back into the classroom, to find an outlet for the mixed and uncertain fear held by the students. So, they turned a blind eye to it all, pretending as though the worries didn't exist. The reputation and worries of the students' parents were more important than the happiness of two average students. And that wasn't even taking into account the shit they had dealt with as mutants.

Sighing, Kurt helped Evan up, who dusted away any lingering dirt. Ignoring the bullying, the two mutants headed towards their next class. Praying that they wouldn't have to deal with more trouble. Those prayers were dashed, however, as they saw a group of familiar jocks standing before them.

"Wha' you two l'sers doin'?" Duncan slurred, his face stitched up and obscuring his words. He stood with his two buddies, Matt and Davies, who did their best not to laugh behind their friend at his words.

"Look, just leave us alone, Duncan," Evan snapped, annoyance and frustration written across his face. "We're not interested in getting beaten up just to appease your ego."

Duncan scowled, which made his face look like one giant mess, Frankenstein style. "Too bad. J'st d'n sc'eam too m'ch, it ge's ann'ing," he threatened, punching his fist into his hand. If not for the bullying and dreadful days the two had been having, they would've laughed at his warbled speech.

"Evan, let's just go-" "No!" Evan shouted, glaring at his friend, then at Duncan. "I'm sick of being your punching bag! I'm sick of being everyone's punching bag! We haven't done anything wrong! Yet, all of you seem content with treating us like we're the devil incarnate. Like we're some leftover trash! But we're not! We're human beings, just like you!"

He turned to glare at all of those watching, some having the decency to look guilty. Others looking confused. "You think we don't know what happened last month?!" he yelled, his voice picking up in volume. "We all felt it! You're all scared! That's fine, 'cause I am too! Doesn't mean that you all have to take it out on us! _We_ weren't the cause of that terrorist attack! So fucking back off!"

Now many of the students looked guilty. While they knew what they were doing was wrong, they tried to convince themselves that what they were doing was just like everyone else was; trying to forget about what had happened. Sure, it worked for a while, but they didn't seem to have cared about Kurt's and Evan's plight at the time.

"Sh't up!" Duncan yelled, getting all attention on him. "You th'nk a c'ple 'f w'rds w'll get p'ple to l'ke you?!" He bared his chipped and loose teeth into a snarl.

"Oh, shut it, Duncan!" Evan yelled, getting into the jock's face. "You're just pissed because you cheated on Jean, and she went for Leo!" He grinned. "Hurts, doesn't it? To have the guy who caved your face in take your girl!"

Apparently, that was all Duncan needed to punch Evan in the face, knocking the mutant down. Growling like an animal, the jock started to pummel him, drawing some blood from the fierce punches.

"Leave him alone!" Kurt yelled, trying to pull Duncan off of his friend, but was halted by Matt and Davies grabbing him, yanking him back. He yelled and kicked and struggled, but he wasn't going anywhere.

People looked away as Evan's was getting punched brutally. Some ran to the teachers to get help, while others did their best not to look squeamish.

Evan covered his face, trying in vain to push Duncan's fists away. He was panicking, not wanting to get beaten to unconscious. "Get off of me!" Evan yelled, but he received a punch to his mouth as a result, busting his lip in the process and making his mouth bleed. "STOP!"

Evan was so frightened and panicked that he activated his mutant abilities by accident, bones popping from his body and erupting through Duncan's body. Both of their eyes went wide at the sight, Evan's in horror, Duncan's in pain.

Kurt himself was so shocked that he stopped struggling, though he found himself free from the jocks' grip. Unfortunately, this had the effect of them touching his specialised watch by accident, disrupting his disguise and forcing him to change into his blue-skinned form.

If Evan's stunt had left everyone horrified, Kurt's transformation shook them to the core. They were trying to get the sight of Duncan's skewered body out of their minds. With his blood flowing along Evan's bones and landing on his body, with his skewered lungs and heart forcefully leaving his body as they gut stuck on the points. Some of them even threw up at seeing Duncan's entrails follow soon after, the mutant who caused all of this turning an ashen white.

Kurt's transformation just added to the insanity that was today. The students who had gathered several of the teachers watched in horror, the adults already trying to do their best in taking control of the situation. Unfortunately, one of them acted too quickly.

"Demons!" a female teacher shouted, and that was all that was needed to throw the crowd into chaos.

Kurt didn't think of the consequences of his transformation being revealed. He didn't think of the frightened and fearful glances sent his way. He didn't even bother with Evan's horrified glance at his bony, bloody body. He just grabbed his friend and teleported away frantically, leaving a panicked, distraught crowd.

 **XXX**

 _(Mordo Castle)_

Leo deflected a mystic bolt from Wanda to the side, only to have to throw up a shield with one hand to avoid being attached by a telekinetic bolt from Jean. He returned fire by sending two streams of burning fire at both girls, causing them to erect their own types of barriers. Wanda went a step further by angling her shield so the fire was deflected off it and towards Jean, causing the latter to expend more energy on her shield so it wouldn't buckle under the unexpected angle of attack.

Grinning, Leo used his own telekinesis to send out a powerful shockwave, blasting both girls back with his power. Just as she was about to land on the ground, however, Jean shot out a telekinetic lance, ready to pierce right through him. Leo again set up his mystical shield, noting that Jean's attack had caused it to crack significantly. _She's improving..._ Leo thought to himself, smiling a little, before killing it.

He would've advanced, but again, he had to shield himself against Wanda's furious barrage of elemental attacks. He noted that she seemed to be getting better at mixing attacks together, but they were chaotic. Out of order, no tactics or planning behind them.

It had been roughly a month since Leo, Jean and Wanda had come to Mordo for training in magic. Well, Leo and Wanda. Jean had no 'magical core' to speak of, so she couldn't perform magic. She could, however, use her mutant abilities in a similar to magic, giving her much more finesse and control.

As expected, Leo had thrived in the arts of magic, soaking everything taught to him by both Mordo and Astrid like a sponge. Charms, jinxes, enchantments, hexes and incantations, Leo had learned, practised with, and became proficient in all of them. Mordo himself had taking a liking to Leo's eagerness and raw talent.

Wanda, however, had made less headway in creating her style for the simple fact that her magic involved an aspect of soul magic. Her Chaos Magic was purely spiritual and chaotic. To become proficient in soul magic was ridiculously advanced and it would take her _years_ before she was ready to integrate that aspect of magic into her style. So, to counteract this, she was learning how to manipulate the elements - especially fire - so when she was ready to create her magical style, it would be that much easier. Luckily, she seemed to have an affinity for elemental magic and it came to her easily.

Leo's eyes traced each spell, tracking each attack as soon as they were casted. Obviously, given his mutant abilities, his magic was much more powerful, and he could even absorb the elemental attacks Wanda casted, but they took time. Time the Maximoff wasn't willing to give him.

The two mutants continued to trade spells at each other for a few minutes, Jean having given up as she couldn't keep up. The exchange continued to go on, before Leo caught an opening when she let loose a stream of water. He smirked before turning his magical shield that he had laid out into a lightning shield, making the lightning travel along the stream of water and shocking Wanda. He quickly bound her, making him the winner of the match.

"And that's my win," Leo said to himself, smirking as his lightning caused her to get doused in her water.

"Very good," Mordo applauded, Astrid walking beside him with a scowl on her face. That scowl quickly faded to give a sultry expression as she gazed upon Leo, something Jean and Wanda didn't take too kindly to. "You are advancing into the mystic arts very quickly. Dare I say it, even quicker than I." Mordo clearly had a displeased frown on his face, but he quickly pushed it to the side.

"And your knowledge stolen from Strange has been such a gift. Again, I'm curious as to how you obtained such knowledge." This time, Mordo wasn't able to hide his greed for the knowledge.

"Again, I managed to act as an apprentice for Strange, before he casted me aside," Leo lied, not willing to divulge all of the information he had received from Strange. It was much more fun to wave the bait in front of Mordo's face.

Mordo's greed turned sour. "I see." He turned to his daughter, eager to change the subject. "Astrid, take Leonardo with you to continue his demonic summoning training. Wanda can come with me to further her steps with training. And..." He turned a displeased eye towards Jean, who scowled at him. " _She-"_

"I have a name," she snapped, making Mordo growl.

"Yes, _Jean_ can leave for now. She has overstayed her time here-" "She stays unless she doesn't want to," Leo interrupted, looking at the sorcerer.

"But-" "She. Stays." Leo's eyes bore into Mordo's, and the elder sorcerer backed down, knowing that Leo would defeat him should they come into conflict.

"Fine," he bit out harshly, moving to turn away. Turning to look at Leo worriedly, Wanda hurried after the old man. Astrid turned to Jean, smirking. "I suppose you'll just sit and watch, hmm?"

The way she had said it made Jean growl, fire alight in her eyes. She turned to Leo. "I'll be in the library," she informed him. Then she stepped forward, capturing his lips in a kiss. He rolled his eyes, not bothering to reciprocate as Jean extended her tongue in his mouth. After a good while, she separated, turning to look at Astrid smugly before walking away.

Astrid chuckled cruelly. "Oh, how adorable. She feels threatened." She turned towards Leo, a lustful gleam in her eyes. "Though, she is right to feel such a thing. Now, would you like to skip the teaching, and get straight into the main course?"

" _After_ we get through with the demonic summoning," Leo stressed, making Astrid's smile dim.

"Spoilsport," she pouted, though she did walk with him to a much more open space. She started to draw different demonic circles, detailing which demons she knew of, and the dangerous ones that were to be avoided.

"Now, do _not_ summon any of the Elder Gods," she stressed, a serious look on her face. "They are beings far above even your own power. Plus, the castle's wards are not strong enough to hold the presence of one of them. The same goes with the Hell-Lords. The consequences for making deals with them are too drastic and too damaging to properly indulge in, despite the temptation of power. You'd have to be a fool to properly agree with whatever they have planned."

Meanwhile, in Hotel Inferno, Peter Parker - who was undergoing brutal torture masked as apotheosis - had the sudden desire to sneeze.

"Their minions, on the other hand, are much easier to bind, as they are much weaker. But be warned, for even if you are able to bind them, you must be careful. Demons are known to be tricksters."

"Noted," Leo nodded, inspecting the numerous circles, eventually landing on a couple that caught his eye. He closed his eyes, summoning his magic to him. "Meam vocationem, flagello inferis. Inferni incolas. Super sermonibus, oriri fructum nam et vocavi te. invocamus: Belasco! (Heed my call, scourge of the Underworld, dwellers of Hell. Upon my words, rise forth, for I have summoned you. Invoke: Belasco!)"

Slamming his hands down, the summoning circle Astrid had written up, making it glow with a red light. In the middle, an odd-looking demon rose. He was quite tall, with black eyes, brown hair and a prehensile tail. Adorning his forehead were the typical horns that people usually depicted on demons, along with the pointed ears. He seemed to be wearing a medieval garb, coloured red and gold. There was a rush of hot air that seemed to come with the demon's entrance.

" **Who dares summon Belasco of the Corrupted?** " Belasco's voice boomed, shaking the castle with his restrained power. His dark, malevolent eyes seemed to bore into the two mortals before him.

Astrid took a small step back, fear creeping upon her face. While not as high upon the list as the Elder Gods or the Hell-Lords, the Lord of Limbo was still a being to be feared. She hadn't believed that Leo would summon such a creature on his first try!

Leo stared at the being before him, not fearful in the slightest. "Interesting," he mused as he inspected Belasco. "You look very humanoid, despite being a demon. That kind of detracts from you being, well, a demon, really."

" **W-What**?" Belasco stuttered, stumped. Should this mortal not be cowering in fear before him? Should he not be grovelling at his feet like the snivelling lump of flesh that he was?! He frowned. " **Surely even weak-minded fools like you mortals can clearly tell who I am. I am Belasco! Blessed one of the Elder Gods, Conqueror of Limbo! Known to many as one of the feared demons to ever roam this universe! I-** " He gawked at seeing that Leo wasn't even paying attention to him. " **Are you even listening?!** "

"Hmm? Sorry," Leo apologised, not sounding very sorry. "It's just... your tail was moving in a clockwise manner as you talked. Moved six times in a clockwise motion as you boasted and bragged. But then, it stopped, and turned anticlockwise. This time, five times. Must be to show when you are distressed."

" **How DARE you-"**

"Soul Binding," Leo uttered, his magic immediately taking control of the demon's form, yawning while he did so. While soul magic _was_ stupidly advanced, Leo had managed to move into the field quite efficiently. Or at least, get the basics down. It helped to have a highly advanced mind and a photographic memory. Made learning advanced skills and techniques involved in magic much easier for him.

" **You - you wretched-** "

The small gleam in Leo's eyes kept increasing as he kept on casting. "Imperium. Media Inservientia." A glowing magic circle rotated on his lifted hand as he casted his binding spell.

A few minutes later, Belasco's power had diminished greatly in size and intensity. His blackened eyes seemed alight with a new fire. Upon his palm, a stylish 'B' was written across it, searing itself magically into his skin. He grinned as he saw Belasco bend down to one knee, bowing his head.

"W-Were you saying something, Master Leonardo?" Belasco asked, his voice now soft-spoken and normal.

"You were talking about all the fascinating things this 'Limbo' place? Specifically, how to enter it?"

"O-Of course, Master Leonardo. Forgive my pause in words."

"Oh, no need for apologies, Belasco." He turned to look at Astrid's shocked face, chuckling. "Didn't expect that, did you?"

"H-How did... How did you... You just bound Belasco of the Corrupted... to yourself," she stuttered out, shock written across her beautiful features.

"Yes, yes I did," Leo agreed, patting her on the cheek. He then wrapped an arm around her waist, guiding her towards where her bedroom was likely to be. "Actually, Belasco, reschedule that talk, I have some business to attend to."

"Understood, Master Leonardo," Belasco answered, disappearing in the magic circle that was used to summon him.

"Now, you were saying something about 'diving straight into the main course'?" Leo questioned, a growing grin on his face as his hand caressed Astrid's ass.

That seemed to snap her out of her shock as she blinked at him owlishly, before nodding slowly. "Y-Yes, I was."

"Good. Because I'm quite _famished_ ," Leo purred, teleporting the two away to her bedroom.

 **XXX**

 _(Bayville, New York, Bayville High School)_

Mystique rubbed her temples as she had heard of the reports given to her by the teachers. _Kurt..._ A small frown was on her face.

Mystique wasn't stupid. She _knew_ of the recent bullying going on with her son and Evan Daniels. And - for the first time - she had wanted to break her cover and slaughter every single bully who had taken part in harming her son. She had wanted to grab the gun that was in the drawer next to her, and shoot everyone, filling them with bullet holes. She had wanted to snap all of their necks with a smile on her face.

But she _couldn't._ Because if she did, it would lead to questions. Questions from the staff, from Magneto, from Kurt herself. And she had stuck to her nature as a spy - as a killer - and had dulled her emotions, making sure that they didn't take control of her.

 _Fat load of good it did for me,_ she lamented to herself, hearing the reports of Kurt teleporting away with the bloody Evan, curses and rumours flying about already. She knew that leaving her son behind was a mistake, that letting him wind up in Xavier's batch was a terrible idea. Only now, she was fully regretting her choice. And though she had hated being able to do nothing but simply punish students severely with harsher detentions and cruel punishment, she hated herself even more for finding some good in her son's plight.

Already, Mystique had seen the positives. Whereas before, students moved around the halls with a form of resigned, depressed aura, seeped in with jumpy, paranoid tendencies, nowadays, the entire student body got numerous laughs and moved with purpose, as humans tended to when they found a common ground - or an enemy - to focus on. Even those who were morally against the bullying, watched with reluctant amusement to see what ill-gotten fate would befall the boys next.

It was a timely distraction, something that she loathed to admit was effective. Her fingers scraped the desk in anger as she had remembered the reason as to why exactly her son was in this plight.

 _That damned son of a bitch!_ she seethed, cursing Leonardo Sebastian. She knew - she _fucking_ knew that recruiting him was a mistake, but _nooo!_ Magneto wouldn't listen to her. He had to be so blinded by his anger and goals not to see the danger that mutant presented. And look at where it had gotten them now. Magneto with his right arm lost, Manhattan levelled, and mutants being blamed by some radical, racist groups.

 _They're not exactly wrong this time,_ she snorted, the irony not lost on her.

Mystique's thoughts were interrupted as her private cell phone rang in her pocket. She frowned; only a bare handful of people knew her number and none of them would use it lightly at an unscheduled time. Indeed, the one who was mostly likely to be calling would only call if he couldn't come speak to her in person, which would indicate something had gone wrong elsewhere. Worriedly she picked up after the second ring. "Hello, this is Raven."

"Hello Mystique. How is the world of education?" a woman's voice asked, speaking in calm, soothing tones over the line. Mystique visibly relaxed.

"Irene," she said tiredly, yet with a smile on her face and in her voice. "How are you my friend?" Irene Adler was normally called Destiny most of the time, and was a mutant like Mystique. She was able to see into the future, though how far varied from a few seconds - which was very useful in a fight, making Irene deadly when pressed - to years, sometimes even decades. Though the farther she looked, the less useful her power was. Any prediction made within the next few years was almost guaranteed, but any beyond that became far harder to interpret in their wording. They were still accurate, but not very useful far in advance of the prediction itself.

She was also Mystique's closest friend, practically her only real friend. All the others were merely acquaintances at best. More than that, Irene was the only person in the entire world Raven trusted completely. Most people trust other people in little ways all the time, but not her. For Mystique, her power was a curse as she knew that enemies could be literally anywhere, could find her any time. Add to that the appalling number of times she had been betrayed by friends, fellow soldiers, and her employers, and you had a person whose paranoia was beyond extreme.

She handled it most of the time by simply being in disguise herself, but even under that, she never let anyone close. Irene, however, was the exception to that rule. They had known each other for so long, ever since they were young adults back in 1903 when the daughter of a merchant family hired Mystique - who was a young independent detective at the time - to help her figure out her visions and what they meant. The two of them had been friends ever since, and never had Irene proven less than a true friend.

"You realize you nearly gave me a heart attack calling out of the blue like this," Mystique commented, shaking herself out of memory lane. "Our scheduled check-in isn't for another couple of days. What's wrong?"

"There had been a wrench thrown in the future," Irene said, her voice deepening a little, become a little more otherworldly as she relayed what her power had informed her when she used it a few moments ago. "You have already met the fulcrum of all of this. He is known by many names; the heir of Apocalypse, the Void-Bearer, God of Destruction and Chaos, World-Ender, and even the Cosmic King. You, however, know him best as Leonardo Sebastian."

Mystique's breath hitched in her throat as it suddenly felt dry. Just when she was trying to forget about him, he suddenly pops up in her head. "What do you know of him?" she asked immediately, all pleasantries pushed aside.

Irene was silent for a moment, before she continued. "Not much. All I know is that his actions will affect the world greatly. Whether that's a good or bad thing, is unsure at the moment. Before, there were only two paths dominating the future of mutant-kind, intertwined and so muddled as to be impossible to discern where one ended and another began."

Mystique nodded thoughtfully, understanding this had probably meant Xavier's theories of co-habitation and peace and Magneto's idea of isolation and conquest. Obviously they would be intertwined; some mutants would choose one or the other, and they would just as obviously be at odds. "This Leonardo Sebastian is originally branching off one of the two paths, the path that your ally Magneto would take. However, later on, he... deviates, for lack of a better term."

The shapeshifter frowned. "Irene, you're not making any sense. There's no way that Leo would choose anything _but_ Magneto's path. You don't need clairvoyance to see that."

"But that's just the thing," Irene insisted. "Where the other paths twist and turn caused by him and others, his own forms there, like a bar of solid steel, as if the people who become part of it never deviate. It is... honestly, quite astonishing. More, all my predictions set more than a few years into the future are gone. Some are changed, others are simply not going to occur at all."

"Can you tell me if there's anyway to stop him?" Mystique asked desperately. "The Avengers, the Brotherhood, the X-men, the Fantastic Four - hell, _anybody._ Can they stop him?"

Irene chuckled tiredly. Using her power to look into the future was draining and the further she looked into the future, the harder the toll her powers took upon her. She had been so fascinated, disgusted and horrified by what she saw that she had expended a lot of her energy looking. She was in fact going to rest out for a long time very soon, whether she wanted to or not. She only hoped that her friend would still stay sane and survive the perilous trials ahead of her. "That, I don't know fully. His defeating the Avengers only proves that he is mighty. I'm not sure that he _can_ be stopped from what I can see."

"Why-" "Raven," Irene interrupted, confusing the shapeshifter. "I-I don't have much time. I must rest. I will leave you now. Know that I love you."

Mystique chuckled, though there was a nervous tint to it. "Irene, you don't need to make it out like you're saying goodbye forever. I will leave you to go to bed, and call you tomorrow afternoon."

Irene's face settled on grim acceptance. "That is not what I meant."

"What-" Mystique was interrupted by a hand shoving itself into her chest, making her gasp as she dropped the phone, blood pooling from her mouth and wound.

"Irene?! Irene, what's wrong-" Mystique started to question frantically, alarmed. Her blood ran cold, however, when she heard a familiar voice. One she had dreaded hearing.

"I find it quite odd," Leo started saying, seeing Irene's body start to go slack with his hand through her chest, "that it's so easy to sneak up on someone who can predict the future. You'd think that they'd be able to predict the future, and see you coming. So that you can prepare for what's coming. Then again," Leo smiled grimly, "the future changes constantly, from what I can hear. I wouldn't really know. Or rather..." Removing his hand from her chest, he licked the blood from Irene, his eyes glowing a pale white as he did so. His body shook a little as he could feel that one of his many abilities had been unlocked. "I _will_ know!"

"... How dare you?" Mystique whispered, clenching the phone in her hand so tightly that it looked like it was going to break. "HOW DARE YOU?!" she roared, slamming the desk in front of her with her hand in fury and pain. "YOU MONSTER! WHY CAN'T YOU LEAVE MY LOVED ONES ALONE?! IRENE, IRENE! DON'T WORRY, I'LL-"

"R-Raven... I-I'm sorry..." Irene managed to blurt out, blood coating her lips. Then, her head tilted to the ground, laying completely still.

And with those parting words, Mystique's eyes widened as tears fell from her eyes. Irene knew. She _knew_ that Leo was coming to kill her. She had to have known. Then, why? Why didn't she warn her? Why didn't she run away? WHY DIDN'T SHE DO ANYTHING TO SAVE HERSELF?!

Mystique kept on pounding the desk in frustration, eventually denting it after several times. She rested her head on the desk as she sobbed and howled and cried and blubbered, the loss of her friend tearing a hole into her heart. A sudden void was forming in the pit of her stomach as she cried.

"Raven..." Irene's voice whispered from around her after a few moments, making the mutant blink in confusion. Was... was she still there? Could she be saved?

"Raven," came her voice, stronger, filled with compassion and love. Mystique stood up, looking around to see where her lover was. Her eyes searched frantically, looking for any sign of her pale but loving white eyes covered in sunglasses, her beloved gleaming silver hair, her old skin that she had taken to caressing on occasion. A hand had touched her cheek, making her whirl around so quickly, it was like her neck snapped. "Irene-"

Her eyes went wide with horror and sudden hatred. "N-No... i-it was real."

"What's wrong, my dear?" Leo asked in Irene's voice, the kindness and love sounding like poison from his lips as he grinned darkly at her, Irene's pale white eyes staring down at her. "Aren't you happy to hear my voice?"

 **XXX**

 _(S.H.I.E.L.D. Helicarrier)_

"So, my target is a young male, possibly between the ages of 18 and 25?" Carol Danvers enquired. She was a beautiful blonde woman, wrapped in a skintight black leotard with a gold lightning bolt across her voluptuous chest. She wore thigh-high leggings that clung to her soft but muscled legs. "Of Hispanic descent?"

"For the hundredth time, yes," Abigail Brand answered with a drawl. "Unfortunately, I can't give you any more pieces of information. Fury was only able to scour a couple of Enhanced with Hispanic descent. And we're still combing through the data."

Carol scowled. "That's not exactly helpful, you know. I have to know what I'm up against when coming into contact with him."

"Yeah, but you can lift over 100 tons, can move faster than the speed of sound, are practically invulnerable, and can shoot energy beams, along with a bunch of other stuff," Abigail snorted. "I pity the person who has to fight you."

"You mean the person who practically destroyed Manhattan in a single attack, and defeated the Avengers single-handedly?" Carol reminded her sharply, making Abigail wince.

"R-Right, forgot about that," she muttered. "S-So, Fury say anything about how we're going to track him?"

"Matter of fact, I do," Fury suddenly said, making Abigail jump while Carol looked towards the Director, saluting him. Acknowledging it, he turned to some nearby screens that popped up. "Some of the tech that we're using is loosely based on Xavier's Cerebro that he uses to find wayward mutants. Ours does something similar to that, but looks for possible signs of Enhanced individuals. High energy readings, abnormalities in their anatomy, changes in the magnetic poles, electromagnetic induction, everything. Using our facial recognition scanners, we should be able to-" A _ding_ suddenly went off. Fury smiled. "Gotcha."

The _ding_ changed to a red dot, near the constructing sight of Bayville. Along the map were highlighted individuals with high energy readings. The highest seemed to be alone, not too far from the ruined city.

"We haven't been able to get exact readings, but this is your likely target," Fury informed Carol. "They have the highest energy readings, and as such is labelled as the highest threat. Do _not_ engage until specifically told to, Agent Danvers. His power is frightening, so just observe and allow us to get a better image of him. Understood?"

"Yes, sir," Carol nodded, a fire burning in her gut to bring this criminal to justice.

 **XXX**

 _Manhattan, New York..._

Leo stood atop one of the slowly reconstructed buildings, gazing down at the insects that were humans walking along. He could see the looks of despair on their faces, their lingering 'hope' trying to make them prevail. He chuckled quietly, enjoying their sorrow. They deserved it, the mongrels.

He could sense several heroes trying to help out, futilely aiding whatever survivors in their quest to reconstruct Manhattan. The Defenders, the Fantastic Four, even the Avengers, something that intrigued him.

 _So, they think that they can just ignore my warnings and move on with their lives?_ Leo thought, amused. _Seems Stark either doesn't know that I'm bankrupting him, or he seemed to have gained some balls. Too bad for him_ _, I'll just make him go crashing even harder than before._

He kept on sensing the heroes' energy, skimming and memorising each one. He frowned as he couldn't pinpoint a particular one; Spider-Man. _Where is that bug_ _?_ he thought to himself, confused. He shook his head. _No matter._ He smirked as his eyes glowed white, his precognition kicked in. _I can simply locate him any time. Now-_

He was interrupted as he suddenly got a vision from the future. ... _Suddenly, as he was contemplating what to do next, he could see several jets that had the logo of S.H.I.E.L.D. on them. They seemed to have picked up his signature, opening fire on his prone form. Of course, he withstood the attacks, and flew towards them, about to destroy them and kill the pilots..._

 _... Of course, he was going to, until he was intercepted by what looked to be a human missile. His sharp eyesight saw that it was a woman, glowing with energy. He seemed to be surprised, allowing the flying woman - who was in a skintight black suit with a yellow lightning bolt across her chest - tackled him, seeming to get him in a chokehold..._

 _... He was surprised, not expecting someone to have the strength to push him back. Leo's surprise faded away, however, as he snarled, punching the woman away and causing a shockwave to be produced, shattering the planes and allowing the pilots to fall to their deaths..._

 _The blonde woman seemed to try and help them, but Leo kept on pelting her with punches, keeping her distracted. She kept on taking the damage, until she held onto his left fist. Suddenly, his energy was starting to weaken, confusing him. Seeing the woman's eyes glow gold, Leo was taken by surprise as she attacked him with renewed vigour, stronger than ever..._

Leo's eyes stopped glowing as his mind sorted through what would occur. His lips curled into a sneer. It seemed S.H.I.E.L.D. had somehow managed to pick his energy signature up. And sent that energy-absorber to intercept him. Well, he couldn't have that, now could he? "Belasco?"

The demon appeared beside him, his aura diminished. "Yes, Master Leonardo?"

"Take care of the planes with the S.H.I.E.L.D. logo on them. And kill the pilots. All of them." Belasco's face turned to one of confusion at the word 'S.H.I.E.L.D.' but Leo took care of that by mentally transmitting the information to his mind. "And any annoying interferers that get in the way, destroy them."

Belasco bowed. "Understood, Master Leonardo." With that, he leapt up high into the air, eager to take on his master's task. Smirking, Leo had taken flight as well.

 **XXX**

Carol Danvers could see him close by. She wanted to see how close she could get without detection. Her eyes narrowed under her mask as she slowly descended, taking caution not to get too close.

She was about to reach for her communication device to silently contact Fury, only to see her target summon what looked to be an odd creature. Carol blinked. W-Was that an elf? Or some sort of mutant of some kind? Suddenly, the creature had disappeared, her target doing the same.

Worried, she was about to contact Fury urgently, only to cough out saliva as Leo appeared before her in the air, fist lodged in her gut.

"Hello," Leo greeted, smiling. "You must be Carol Danvers. I'm Leo." He punched her in the face quickly, following it up with several dozen in the span of a second afterwards in the stomach. He kicked her, sending her downwards as she crashed into the ground, right where the construction workers were trying to build. The new crater formation had blown them away, killing them as they became puddles of paste and blood.

Landing on the ground, Leo commanded Belasco mentally to take care and distract the oncoming heroes. He glared as the woman known as Ms. Marvel shakily stood up, glaring at him.

"You're going to pay for what you did to this city," she growled, flying towards him with both fists outstretched. Photon blasts erupted from her fists, heading towards Leo, who promptly dodged. He slapped her hands away and punched her fist, denting it and causing her to veer to the side.

Not giving her time to recover, Leo's body glowed as it exploded with light, blinding her as she scrambled for something to hold onto. She may be able to absorb energy, he noted. But wasn't immune to all of its effects. Like light. He punched her in the gut again, making her crash into one of the newly constructed buildings, making it topple all over her.

Leo took several seconds to calculate what he was going to do, before the debris from the building started to shake. Then, Ms. Marvel rose up from the rubble, eyes glowing gold.

"That hurt," she grunted, glaring at Leo.

"Oh, trust me. You'll be in for a new world of hurt when I'm done with you," he replied. The two flew at each other, meeting at the centre, and causing a shockwave to be produced from their collision, blowing back buildings and passing superheroes.

A bright light exploded from the center, followed by a thundering boom. Leo and Ms. Marvel were both in the small crater they made with their fists stuck in a stalemate. Leo grunted as she started to absorb some of his own energy, responding in kind as he did the same thing. They were stuck in a stalemate as their bodies shook with heavy strain of containing their power, their connected fists producing sparks of power.

Eyes glowing, Leo shot beams of powerful energy from his eyes towards the female. While this didn't do much to her as she was still absorbing energy, it _did_ startle her. Enough so that Leo kicked her gut from under her, making her grunt as the struggle turned in Leo's favour. He backed away, throwing a punch that turned out to be a feint, as his other fist came by, his Proto-Adamantium bone claws popping out.

Ms. Marvel only saw a glimpse of metal, before she backed away. The claws tore at her face and suit, making her grit her teeth as three claw marks appeared on her cheek and suit, causing blood to fall from the wounds. Rearing his head back, he headbutted her harshly, making her cry out and wince.

 _What the hell is his head made of?!_ she mentally yelled as her arm was outstretched, her body being flipped over his shoulder and causing her to impact the ground painfully, cratering it. Just as Leo's claws were now outstretched from both his knuckles, she yelled, firing off beams of energy from her hands and blasting him back.

Though, instead of pain, he only laughed as he started to absorb the energy, making Ms. Marvel's eyes widen. _He can absorb energy too_? she mentally questioned as she stopped firing. Grinning, Leo opened his outstretched hands, summoning balls of energy into them. He started to hurl them at her, causing her to roll and dodge, flying away when they started to track her.

Ms. Marvel grit her teeth as she kept on flying around the sky, trying to shake the projectiles as the headed towards her. Eventually, she had an idea. She veered her body towards Leo's floating direction, smirking as she increased her speed.

"Take this!" she yelled out triumphantly as she instantly flew upwards at the last second, certain that the attacks would hit him. She looked down... only to get struck face-first at the energy ball that hit. She grunted as the second one connected with her, absorbing the energy to lessen the impact.

Before she could even question how, her face was struck by Leo's feet as he kicked her down, making her crash down to the ground again, this time on top of several construction machines. She groaned, picking herself up as she saw several workers run away. Before Ms. Marvel could even move to help them, Leo landed on the ground right next to them, the shockwave blasting them back and making them impact harshly, certainly killing them.

She roared as she flew after him, only for Leo to dodge and grab her hair, making her yell in pain. Grabbing her in a full nelson, he suplexed her, causing another crater to form. Before she could even gather her bearings, she was punched in the face, making her grunt. The punches kept on coming, making Ms. Marvel cry out as they had started to hurt. She struck out blindly, only for her body to phase right through his.

Not even being able to question how he had done that, Leo had grabbed her face and started to punch her in the gut repeatedly, making her cough up blood at several hard hits. He then stabbed her in the gut with his bone claws, making her moan slightly in pain.

"So, you're half-Kree?" Leo finally said as Ms. Marvel she coughed up blood, making her eyes go wide. "An alien species? I guess this world is much bigger than I expected. How fascinating."

"T-Telepath," she mumbled out, blood dribbling from her lips. It was the only explanation.

"Aren't you fucking clever?" he said sarcastically. He then reached out for her, but was stopped by a shield formed from her energy projection. "Oh, Carol," Leo chuckled, absorbing the energy and reaching down to grab her neck. "You're simply a novice in this field, compared to me."

As Carol was getting her energy absorbed, she growled. "No." She grabbed his hand, surprising him at her trying to do the same thing to him. "I won't let you... get away with this!"

With surprising strength, Carol kicked him in the gut, making him grunt as he was pushed off. She stood up, her wound healing rapidly. Eyes alight, she flew towards him, grabbing him as the two flew into the sky.

Growling, Leo kept on hammering at her back, making a sharp crack come out each time as Carol cried out, her back being constantly broken and regenerated each time. Eventually, she had to let go, feeling too much pain. That was when Leo struck, his hands vibrating.

When he punched her, she yelled out in pain as her body vibrated with the energy he had delivered, her organs feeling like they were going to rupture from the vibrational energy placed inside. Leo kept on hitting her, putting more pain on her as he did so. Carol punched back, but her strikes were weaker than his, not allowing her to gain any distance or leverage.

Having an insane idea, Carol managed to slowly dodge under his next punch and grab his torso, getting a raised eyebrow from him. Grunting from his weight, she rose up higher and higher into the air, glowing with energy that she slowly absorbed from him. Leo let it happen, wanting to see what she was going to attempt.

"If I cant win, then neither can you!" she shouted. Carol used the power that she had absorbed to increase their speed. She went up higher into the clouds, eventually breaking the atmosphere. She desperately tried to increase her speed even more as her body exploded with energy, going off similar to a nuclear bomb.

Leo was at the forefront of the blast, eventually being blasted back. Carol roared as she kept on pouring out more energy, hoping that his energy absorption rate wasn't as fast as she had hoped. The clouds were blown away as the very sky shook with energy, reverberating across.

After a good few more seconds, she ceased her attack, gasping and wheezing for air as her suit was torn, revealing more of her skin. She eventually flew down, planning to crash onto the ground. She may have been defeated, but she at least hoped that she had put him out of commission.

That was what Carol had thought... until she had felt someone grab her throat, making a cold feeling form in her gut as she was brought up to stare into Leo's eyes. "I told you..." Leo grinned as his rags that were clothes flew uselessly, revealing his muscular torso and upper body. His trousers were ripped severely, yet his body was unmarked. "... you're a novice, compared to me. Now, for entertaining me, I think I might have some use for you."

Carol's expression went from horror to exhaustion, the last thing she saw was Leo's grinning face as she accepted her defeat.

 **Done. Just in time for Avengers: Endgame! Whoo!**

 **Hope y'all enjoyed the chapter! Looks like Leo's been busy! Next chapter will most likely be Mystique's and Carol's introduction into Leo's harem. Oh, what fun I'm going to have... hehehe.**

 **Irene's predictions are timelines that she had seen while scouring. That's the reason where the multiple names/titles came from; they were possible futures. I won't say much about them, but I am going to have fun implementing them.**

 **Guest review time:**

 **1) Yes, it has. And it's going to get darker.**

 **2) The deal with Spidey was something that I both wanted, and was regretful in doing, since he is also one of my favourite heroes. And Leo will get to Susan first, don't worry. Hopefully, I'll make She-Hulk's intro. interesting and engaging, as I'm looking forward to it.**

 **3) That's the point. I don't want to make Leo's redemption easy by any means. Makes it more believable, and not something that goes like 'Oh, Leo's feeling sorry? Poof! He tries to gain forgiveness and is given it!'**

 **Also, with the copies... I will use them less and less. I won't stop it completely, as there _are_ some who do want them in. Plus, I might find myself in a situation where I may use them (you may say otherwise, but I think that I will). She-Hulk's, Susan's and Black Cat's intros won't be for a couple of chapters, but I'll do my best on them.**

 **Also, thanks for the advice.**

 **Whoo. Now with that done, thanks to all those who f,f,r and r the stories I write. Love y'all.**

 **Now, gonna get ready to watch Endgame. I won't spoil anything for those who've watched it (dunno if I'm gonna watch it today, who knows?)**

 **Read and Review!**


	10. Chapter 10

**Chapter 10:**

 _(Former Lab-A1, Unknown Location)_

"Amazing," Leo commented, looking through a highly advanced microscope as he studied Ms. Marvel's unconscious form inside a protected tank. On the slide was some of the Kree hybrid's blood and skin, the mutant looking at all of the strains of DNA and skin cells.

"Her body's cell structure seems... interwoven," was all he said, because there was no better term to describe it. Beside him on another slide was a sample of normal human cells and blood. While acquiring the samples had been laughably easy, the action itself had left him disgusted at having to touch human remains. But he had preserved, and had obtained the sample to compare it with Ms. Marvel's. "The Kree DNA is genetically complicated and complex," he continued to mutter to himself. "I'd imagine the Kree themselves are humanoid in appearance. And yet, their genetic make-up is a thousand times more advanced and complicated than any human's could ever hope to be."

A groan sounded from Ms. Marvel, who fluttered her eyes to regain consciousness. She blinked, seeing that she was in the protective tank. "W-Where am I?"

"And Sleeping Beauty awakens," Leo commented sarcastically, still looking through his microscope.

Ms. Marvel whirled to him. "YOU!" She stood up, photon energy gathering in her palms. Though, the energy started to die down rapidly, confusing the heroine.

Leo tutted, standing up. "Such terrible bedside manners you have, Carol," he chastised. "Didn't your mother ever teach you not to react in such a way?"

"FUCK YOU!" she retorted, forced to being resorted to banging on the glass tank, loud THUDs ringing across the room.

Leo chuckled as he walked towards her, looking into her furious eyes. "So soon? I mean we did just meet, for God's sake. Imagine what other people may say."

Roaring, Carol kept on pounding and pounding at the glass with zero results. Leo was glad that he had made adjustments to his old laboratory. The wall of the tank were reinforced with a special alloy that could take up to 10,000 pounds per square inch of pressure, making it nearly impossible for most superhumans to break it. It was even able to take a couple of punches from him and stay standing (he wasn't going with full strength at those times, but the results spoke for themselves). It wasn't quite like Vibranium, Adamantium or even Proto-Adamantium, but it was able to get the job done. However, perhaps the most impressive improvement was the energy absorbers.

The containment, while not perfect, would be quite suitable for someone of Carol's capabilities.

Eventually, the Kree-hybrid ran out of energy, having been quite sapped of it. "Done throwing a tantrum?" Leo mocked.

"What do you want?" she growled out, too weak to put a decent amount of hate in it.

Leo smirked. "From you, many things. But half of that I've already achieved through scouring in your mind. So, S.H.I.E.L.D., huh?" Carol paled. "Looks like Nicholas Fury trusts you quite a bit. Quite the accomplishment, given that the man is one of the most paranoid people I've come across."

"Stop it!" she yelled, covering her head as if to shield herself from his telepathy.

"Don't want me to go deeper?" he teased, stepping towards her glass, his nose almost touching it. "Don't want me to go through your more... naughtier secrets? I don't blame you, though." Leo's smirk widened. "So, Jessica Drew, huh?"

Carol punched the space where his face was behind the glass repeatedly, hoping beyond hope that it would break.

"Oh, there's nothing to be embarrassed about. It's 2005, true. But I'm sure same-sex relationships should be supported. Those pathetic LGBT groups would go crazy if they found out that a superheroine is bisexual. Honestly, it's a good thing."

"What do you want?" she questioned, sinking to her knees as she cried. "Just what the hell do you want?"

Leo paused, a contemplative look on his face. "What do I want?" He started to walk around, hands behind his back. "I want many things. I want a world clean of filthy civilians. I want a world where mutants reign supreme over their inferior counterparts. I want my fellow brethren to find peace, and not be hunted, but become the hunter." Leo then smiled kindly. "But from you? I want your assistance."

Carol blinked, wiping her tears. "M-My help? Why?"

"Even with all my powers and abilities, I have never ventured out into the far depths of space," he admitted. "An expansion where humans don't reside, corrupting what they touch, where different species abide, each with their different cultures." A small frown appeared on his face. "I've also wanted to build a Death Star myself. Call it a childish dream of mine, but I do so enjoy Star Wars."

"W-What?" she questioned, confused.

"What, you're surprised? Wait..." He blinked. "You've never watched Star Wars, have you?" An incredulous blink was his answer. "I mean, for disgusting beings, humans create interesting things. If I ever do get the chance, I should show you-"

"Will you just shut up about Star Wars?" Carol exploded, a furious expression on her face. "You went through all of this trouble of defeating me, capturing me, mind-raping me, just so you could go to space?!"

"Actually, no," he corrected. "I want you to join me. To stand by my side, as destiny unfolds and releases judgement upon the human race."

Carol glared at him. "In case you didn't notice, _you're_ human too, asshole! And so am I! Why the hell would you want to kill your own race?!"

A cold, furious look appeared on Leo's face, startling her. "Do _not_ place me in the same category as those... those _mongrels_!" He clenched his fists, hard enough to draw blood. "I am a mutant! I am the apex predator, a god! Disgusting peasants such as them have no place amongst my eyes!"

Carol sneered. "Oh, boo hoo! So you were bullied as a kid, and decided to go on some vendetta because mommy and daddy didn't kiss your owies?!" She ignored the rising of Leo's fury. "News flash, pal! Life doesn't work the way you want it to!"

"If you value your life, you'll shut up-" Leo threatened, but Carol continued, driven by her hatred towards him.

"You're no god. You're just a whiny baby throwing a tantrum, thinking that the world is against them! When really, your stuck in your own pathetic delusions!"

It was silent for a long, _long_ moment. Carol released that her instincts were _bellowing_ at her to cry and beg for forgiveness as Leo's eyes flashed a deep crimson gold. His body was bathed in a dark, evil energy as he snarled at her. The heroine literally felt like her life was going to snuff out by a mere thought from Leo, falling on her ass as she frantically backed up, doing her best to escape.

" _ **yOU ThiNK YOU KNow of MY PAiN**_?!" Leo hissed, his voice mixed with another's. The dual voice sent shivers down her spine. The voice (voices, she corrected herself. Leo's own one was only slightly as terrifying as the other one) was dark and wicked. It sounded so stereotypically evil, like nails scratching on a chalkboard. " ** _yoU KnoW NOTHIng You InsignIFICANT FlY! I Am A GOD! AnD I Will PasS JUDGement on THosE WhO HAVe WrONGed My PeoPLE! WHO HAVE WRONGED ME!"_**

Leo looked like he was about to say more, but paused. He mentally relaxed, pushing the dark and evil energy away with a long, drawn out sigh. "Oh, I'm sorry about that. I'm usually far more composed than that. I'm just a little bit- _absolutely livid._ "

Carol squeaked as Leo neared her instantly, his eyes boring down at her. He smiled suddenly. "You don't share my view. That's understandable. Not many do. But don't worry, I'm _very_ convincing. Usually amongst females." His eyes drew themselves over her curvaceous form, Carol suddenly shivering as she felt naked. "Don't be surprised if my methods are a bit... uncouth."

He walked forward, passing through the glass like it wasn't even there, grinning down at Carol.

 ***LEMON WARNING***

"W-Wait! H-How about we talk about this and-" she tried to bargain, only to scream as she was telekinetically grasped and brought towards him. Grabbing her waist roughly, he devoured her mouth, shoving his tongue deep inside.

"MMMPH!" Carol tried to scream out, but her mouth was being violated quite thoroughly. Instantly, she bit down on his tongue, drawing blood. Instead of drawing away, Leo persisted, pushing her against the other end of the glass and roughly groping her, tearing away at her leotard, leaving her bare breasts to flop out.

"You don't wear a bra?" Leo questioned, licking the blood on his tongue from the cut that had already healed.

"Let me go, you sick fuck!" she yelled, punching at his chest. She yelled out in pain at how hard her hand connected with his body. Leo gripped her wrists, pinning her and mashing her tits against his pectorals. "Get off me!"

"Don't worry, we haven't even gotten to me convincing you yet," he grinned. "Just relax..."

Before she could do anything, Leo delved into her mind.

 _(Carol's mindscape)_

She gasped, looking around to see where she was. "W-Wha..." She saw that she was in a U.S. Air Force station, but bare of any people and places.

"So this is where your deep memories are," a familiar voice mused, making her shiver in fright as she whirled around, seeing Leo standing there. "Oh, don't be surprised, dear Carol," he chuckled, suddenly before her. "I'm a telepath, of course I can get into your mind. Haven't I already proven that?" He kissed her again, though this time, she found the necessary strength to push him back and run away.

She tried to fly away, but found that she couldn't use her powers. She couldn't even blast him. "Get away!" Carol screamed, running past one Air Force base to run around a corner. Just as she turned, she collided into another body. She looked up, screaming as she stared into Leo's face again.

"What's the matter, Carol?" he asked in a mock concerned tone. "Not happy to see me?"

Turning around, she ran again. Carol turned her head frantically, praying to whatever deity out there to kill this monster, and take her away from him. After what felt like minutes of searching, her eyes suddenly lit up at seeing a plane. She quickly hopped into it, not even taking time to adjust her seatbelt.

She panted harshly for a few minutes, looking out and about inside and outside the plane, searching for any sign of Leo. After five minutes, she sighed. "Thank God." Quickly flicking the switches, she was about to take off, only for powerful hands to part her legs and rip open another part of her leotard, a rough tongue snaking in and licking at her pussy.

She stared down quickly, whimpering in both parts pleasure and terror. "Oh, no..."

Leo grinned from underneath where he was. "Oh yes." He kept on licking and sucking on her folds, Carol's attempts useless at her to remove him. It felt like hours as he teased her mercilessly, his unwanted tongue snaking through her insides, even toying with several bundle of nerves that set the Kree-hybrid on fire.

"P-Ple... Please, stop," Carol begged, tears falling from her eyes, both from fear, disgust and pleasure.

Leo grinned at her darkly. Instead of replying to her, he darted in deeper, making her scream out as she came, the mutant drinking all of her juices up. He hummed, licking most of her fluids off of his chin and sucking on the finger. "Tangy," was all he said, before suddenly, both of them switched places.

"W-Wha-" Carol tried to get a grip of her bearings from both the cunnilingus and the sudden motion, before trying to escape from Leo's iron-like grip, his dick out and diamond-hard. "No, no, no! Get away from me! Fu-" Her mouth was suddenly filled with his large cock, her words muffled. She tried to bite down on it, tied to tear it straight from his crotch, only for her teeth to meet resistance.

Leo cackled, grabbing her throat as he shoved more and more of his cock deeper into her throat, all of the shaft entering her mouth as drool poured from the sides of her mouth. "Surprised?" he questioned, the gagging heroine. He groaned as the pleasure of all of this was too much. Her fear-filled face, her tight throat, the drool seeping from her mouth... His grin widened as he continued to thrust harshly into her. "This may be _your_ mind, but with my powers, I'm God here." Another few thrusts had her go cross-eyed. "And right now, God's first act is to _break_ you. Both mentally..."

"MMMPH! MPH! ACCK!" were the sounds that came from Carol's mouth, invisible whips suddenly being formed and slashing at her body, destroying her ruined suit even more and leaving her completely naked, thin trails of blood forming from the small cuts.

"... and very, _very_ physically," Leo finished, enjoying the pain-filled face and slightly horny heroine. He stood up, the plane accommodating itself for his height as he skull-fucked her brutally, hips colliding with her jaw painfully. The invisible whips kept on slashing at her, drawing more and more wounds that kept on adding to her pain. Leo didn't allow her any reprieve as he kept on fucking her ruthlessly, growling like an animal in heat.

Grunting, his cock expanded slightly, signifying that he was cumming. Pressing his dick deeper until it reached Carol's gullet, he came, blasting buckets upon buckets worth of virile cum down her throat.

"MMMMMMMMMMPH!" Carol's mouth gulped down the cum, doing her best to swallow it all, but to no avail. Popping his dick out of her mouth, Leo kept on firing ropes of cum onto her face, tits, stomach and hair, the seemingly endless line of cum finally finishing. She threw up to the side, cum spilling from her mouth like a hose. Before she could even recover, the plane shifted, forming itself into an unknown dungeon room.

"Like it?" Leo questioned, pushing her down and lining up his cock against her sopping pussy. "This is one of my many lines of mental defences. Although, I'm not planning on doing much defending..."

"S-Stop! Okay, I'll join your cause! I won't insult you again, just stop!" Carol cried out, uselessly clawing away at empty space behind her, pitifully trying to escape. Leo would've laughed if he wasn't so horny.

"Oh, my dear Carol," he tutted, spreading her legs sharply. "You may say that, but..." With a savage thrust, Leo hilted himself inside her pussy, growling at the tightness. "I want the message to _stick_!"

"AAAAAAAH! S-STOP! I'M - AH! - BEGGING YOU! STOP!" she cried out in pain and pleasure as Leo pounded her hard, a whip lashing out and strangling her, choking her words. "Uuu-URGH!"

"Yes, keep begging me!" he teased, grabbing her hips as he kept on thrusting harshly, her legs hanging up in the air as he bent down, groping and biting at her large tits mercilessly. "It just makes me more eager for me to fuck you stupid!" Seeing she was about to lose consciousness, he slapped her roughly as she tries to regain her breath.

"Aaa-AAAH!" Carol's screams ranged in pitch, from desperately low to all-time high. Leo kissed her, and this time she didn't resist, to pained and weak to do so. Her pained moans even grow silent as Leo kept whipping her, marking everywhere upon her body, from her tits to her thighs and legs, to her toned stomach.

 _SMACK! SMACK! SMACK! SMACK!_

With a final smack, Leo let out a bestial roar as he thrusted into her so deeply that his cock hit her womb, spraying her insides with thick cum, enlarging her belly slightly to form a noticeable bump. Sighing, Leo removes himself from her, looking down at her pitiful self as he again cums all over her ruined body.

"Now, do you want to say anything else, Carol?" Leo asked in a sing-song tone. His response was a pained moan. "No? Well, I know how to fix that."

Chains suddenly sprouted from the ground, wrapping themselves around her limbs and breasts, raising her up. It took a while for her to look at her situation, but when she did she cried again. "N-No! No more! Y-You've done enough!"

"You say that..." Walking towards her, Leo looked at her body that was contorted into a very sexual position. "But I'm in your mind. Your thoughts are as clear as day here. You may say and feel that you hate this, but your body..." A harsh _SMACK!_ rang through the air as Leo slapped her ass harshly, making her yelp. "... your body _loves_ what I'm doing to it."

"T-That's... That's not tru- A-Ah!" Another smack on her perfect ass. "Stop it- Ah!" Another smack.

"You need not lie to me, Carol." Grabbing the back of her head, he yanked her head back painfully as Leo aimed his cock at her twitching asshole. "Looks like I'll have to fuck the lies out of you."

No- AAHHH!" Another shriek rang through the air, Leo having thrusted into her tight ass. The mutant grunted at the incredible tightness, already feeling like he was going to burst.

He laughed slightly. "I knew you were a tight ass, but I didn't mean it literally. Not that I'm complaining..." Another harsh thrust, and Leo managed to build up a rhythm. His whips sprung up, slashing themselves all over her body, pain ringing through it.

Carol's mind went hazy with pain and pleasure. Her original mindscape of a U.S. Air Force was now gone from her mind, slowly seeping into Leo's own dungeon version. The pleasure - while extremely painful - was too much for her. She could feel her mind breaking slightly - going from horror-filled to suddenly sex-starved. She wanted - no, _needed_ to have Leo's cock. Not only was it a deep craving, but it felt right. Like she couldn't live without it.

"F-Fuck me..." she moaned, too silent for Leo to properly make certain that she was broken.

"What was that?" he questioned, not at all stopping his thrusts into her rippling ass, slapping and fucking her flesh until it turned lobster red.

"I-I said fuck me!" Carol cried out, tears of pleasure, not pain, falling from her eyes at his stopping.

"Louder," he commanded, pulling her hair harder.

"F-Fuck me!"

"Louder!"

"Fuck me!"

 _SMACK!_ "I can't hear you!"

"I SAID FUCK ME YOU MAGNIFICENT BASTARD! FUCK ME! BREAK ME! MAKE ME YOUR WHORE!"

Leo's smile couldn't get any smugger. "Glad to see that you've learned your lesson." Pulling out slightly, Leo slammed into her ass with renewed vigour, loving the whirl of depravity coming from Carol's mouth. He gripped her swaying, bleeding tits and fucked her ass thoroughly, making an indent of it inside.

"BREAK ME! BREAK ME UNTIL I WANT NOTHING MORE THAN TO LIVE OFF OF YOUR DICK!" she shrieked, eyes rolling into her head at the sudden flame of pleasure burning inside of her. Leo did just that, choking her as he shoved his tongue down her throat, fucking her ass so hard that it seemed to now be permanently red.

"Who's body is this?!" he questioned, feeling his balls churning.

"Yours. Oh, God, it's yours!" she screamed, thrusting her ass in rhythm with his own thrusts.

"Who do you belong to, in mind, body and soul?" he asked, making his thrusts go deeper.

"All of me belongs to Leonardo Sebastian! Yours to fuck, to control and to serve!" Carol yelled out deliriously, almost blacking out from the overload of pleasure.

"Then let me place my mark!" he responded, roaring as he came inside of her ass.

"Oh fuck!" She screamed where she was, back arched in unspeakable ecstasy, her body quivering and shaking. Her mouth opened in a silent scream and her hazy eyes staring at nothing. Her pussy convulsed and tightened around Leo's cock, making him groan and bury himself to the hilt in her molten orgasming pussy. Carol moaned and twitched, her hips wriggling as his cock throbbed and spasmed inside her, spraying her walls white with a big load of hot potent cum.

After what felt like hours, Leo finally stopped cumming, grunting as he removed himself from her abused anus, which seemed to seep with his cum.

Leo walked forward, patting Carol's head like a dog. "Good girl." She seemed to beam slightly at this. "Now, let's continue, we still have more of your mind to break..."

 _(In the Real World, after more sessions of fucking)_

Carol moaned and screamed like the whore she now was, bouncing up on Leo's cock with an enthusiasm that made the mutant smile at. He slapped her ass, enjoying the red hand print on her cum-covered ass. Leo smirked at her body covered in his seed, a sign of dominance that never ceased to fill him with a sense of pride. "You like that, you dirty slut?"

"Of course, master! I love what you're doing to me," Carol responded, cupping her swaying and hickey-covered tits that were also covered in cum. "Are you going to cum for me? Please do, master! I want to see more of your seed coating my body!"

"While that would be delightful," Leo mused, feeling a tightening in his balls for the umpteenth time, "I want to coat your insides with my seed, forever marking you as mine!" Grabbing her hips, he hilted her again, sighing as he deposited another helping of his cum inside of her, making the bitch scream as her shattered mind cried out in joy at cumming inside of her.

Her belly bloated slightly as Leo kept on thrusting upwards, cumming with a passion until finally, his load ended. Yanking the Kree-hybrid up slightly, he could see oozes of his seed falling out and forming a puddle underneath her.

Laughing, he placed the woman onto his lap, stroking her head as she kissed his face. It took a while, but he finally managed to break her mind, making her loyal to him and him alone. She served him faithfully, her power his to command.

"Now, Carol. Are you going to join my cause?" he asked, already knowing the answer.

"Of course, master," she purred, a seductive smile on her face as she kissed at his neck.

"Are you going to question me ever again?"

She looked horrified at the idea. "I would never do such a thing against you!"

"And will you serve my with every fibre of your being?"

"With pleasure," she responded with love and passion.

He smirked. "Then who am I to ignore such wonderful devotion?" He leaned forward, capturing her lips in a kiss.

 ***END LEMON***

 **XXX**

 _(Leo's Apartment, Outside New York)_

"So, how do you like your gift, Rogue?" Leo questioned, smiling at the goth girl, whose fingertips glowed with the crimson power of Cyttorak.

"This... this feels amazing!" she exclaimed, clenching and unclenching her fists. "A-Ah feel so powerful! So incredible! I feel like... like Ah can do anything!"

"Yes, that's how beings with power usually feel," he agreed. He was about to say more, only for Rogue to rush forward, grab his face and give him a passionate kiss. Leo reciprocated, grabbing and fondling her ass while doing so. She moaned, enjoying the contact of him on her and vice versa. It was something she took advantage of every time the two were together.

Leo removed himself from the kiss, amusement dancing in his eyes. "Careful. Wouldn't want the other girls to know of this and become jealous."

Rogue scowled as she slightly blushed. "Ah don't care if Wanda knows. She'd gladly join in. But Ah don't want Jean anywhere near us!"

"Still jealous of Jean?" he questioned, eyebrow raised. Rogue blushed, but before she could say anything, Leo kissed her again. "How many times do I have to tell you; you girls are special to me. I may have my preferences when in bed, but you girls are all special to me. No favourites. Okay?"

A shy nod was his answer, making him grin. "Good. Now, why don't you go and test your power? Maybe get Jean as your sparring partner?"

With an eager - and somewhat bloodthirsty grin - she exited the apartment, looking for the redhead in question.

Leo chuckled, shaking his head. "So easy to manipulate. Then again, from a look into their minds, I am simply an amazing catch."

Before Leo could move onto to formulate his next plan, a sharp ringing hit his ears at the abrupt mental communication. _Belasco, what is it? Didn't I tell you not to interrup-_

 _MASTER LEONARDO!_ Belasco roared, ignoring his words. _THERE'S SOMETHING WRONG! IT'S-_

The words cut off abruptly as everything stopped. Absolutely everything. The world seemed to have come to an absolute standstill, with everything stilling.

All except him.

The very air became stale and motionless. There was no movement of anything or anyone. Leo frowned. Was this another one of his powers kicking in? And so soon, too?

The hairs on his body stood on edge. An uneasy cold filled the air. He frowned in confusion as his every breath produced a haze of mist.

"What the hell is thi-"

" **Leonardo Sebastian.** "

A voice - appearing to be female but sounding strangely dead - suddenly spoke, startling him. He whirled around, trying to locate where the voice was. It wasn't telepathy. He would've sensed it. No, this seemed to be coming from all around him, and at the same time nowhere at all.

Suddenly, a being appeared in front of him. The figure wore a simple dark cloak that hid their - oddly enough - thin and skeletal figure. There were some womanly curves revealed, though not too much, revealing that this was a woman. Her face was a simple skull that seemed etched into a permanent frown. Her empty eye sockets stared at Leo's own eyes. Yet, for some odd reason, he felt like the skeleton was glaring at him.

Finding his voice ( _Such an odd notion,_ Leo thought to himself silently. _That would imply that I was startled. I don't_ get _startled. This entire thing is ridiculous.),_ Leo raised an eyebrow. "May I help you? Honestly, you may be a skeleton, but even a being such as yourself should know common courtesy, correct?"

The skeleton didn't reply to his words, only staring at him intently. Just like it seemed that she wasn't going to speak, she finally did. " **I am Death. And you, Leonardo Sebastian, are to come with me.** "

Leo blinked, before chuckling. "Alright, _Death._ " He seemed to say the word mockingly. "I don't know what kind of mutant you are, but even one as mentally challenged as yourself should know not to stand before me and make demands of me. Now, explain who you are and-"

In the span it took for him to complete most of his sentences, Death had already appeared in front of him. It only took him microseconds to realise this.

" **Like I said...** " the being called Death spoke to him. " **You are to come with me. Be grateful.** " Her empty eye sockets glowed with a crimson energy. This very action did something to him: it sent a shiver down his spine, like someone had walked over his grave. " **If not for his needing you, you'd already be dead."**

Leo snarled, fear pushed aside. He sent a punch forward to obliterate the fool before him, to wipe her away from existence and to prove to her that you don't fuck with a god. No sound was made from the impact, nothing, except a wall of force and wind, an indescribable explosion of light and heat generating outward akin to a rabbit sitting in the middle of a nuclear explosion, destroying the apartment around him and producing a gargantuan shockwave-

His fist lay on the skin of the ghostly being, who didn't even seem to move, let alone even show that she was hit with a punch.

In the first time in a long, long, _long_ time, Leo stared in shock. "What kind of madness is-"

" **Your anger is nothing in the face of Death itself,** " Death simply spoke. " **You are not strong enough, mortal."**

Not strong enough?

Leo's face twitched into one of anger and insanity. "HOW DARE YOU-" He stopped. Not because he was scared. Not because his anger died down. Not even because his words had gone silent.

It was because his throat was crumbling, turning into dust.

No, not just his throat. _His whole body._

Panic and terror - emotions that were still foreign to him - tore through his mind as Leo gestured his hand out, a futile attempt to do _something!_ However, it was futile. His hand also turned into dust.

What was the meaning of this?! None of his powers were working! Energy manipulation, matter manipulation, telepathy, telekinesis, even Chaos Magic was useless! What the hell was going on?!

With growing realisation, Leo stared down at what was left of the sandy mist that previously was his body, only to stare in terror as he could see a translucent, transparent form of energy. Was that-

 _Was that his_ _fucking soul?_

Death's gaze locked upon Leo's now incorporeal soul, sending even more and more shivers running through his spirit. She appeared in front of him, obstructing his path. Her hand swung forward and grabbing the mutant, as though he wasn't a soul. As though his body was still _there,_ even though it wasn't.

To Leo, it felt like all the weight of the universe was holding him in place, making him freeze at the sheer _ridiculousness_ of the strength of this being. This was no mutant. No being alive could have this kind of strength. Not Juggernaut, not Thor, not Hulk and especially not him.

Death's hand grabbed hold of him, dragging him with her as he continued to stare into her eyeless orbs. Not even saying a word, both him and Death disappeared. No pop, no production of energy or bending space. Just them disappearing.

 **XXX**

 _(House of Ideas, Currently Unknown Location in the Multiverse)_

"My, my, Death," a voice commented. "You must be angry at him if you personally went and delivered him to me."

Before he knew it, Leo's brain - or soul, apparently - snapped awake, suddenly realising that he had gone unconscious while being transported to wherever this place was.

No. No, he didn't go unconscious. His mind couldn't process what he had seen. In less than a second, he was able to process an almost infinite number of events and objects; almost too much for his brain to process them correctly.

 _W-What was that?_ he thought to himself, stunned. He looked around the space that he was in. He was sitting on a couch, looking around to see hundreds - no, _thousands_ of books laying around him. Across the floor, Leo could see several of the books magically flicking through each page, an infinite scrawl of words filling each page at an alarming rate. He looked around, blinking as he saw the same thing occurring all across the house.

In what looked to be a small kitchen, there were what looked to be comic books being filled with numerous pictures and pieces of texts so fast that Leo's spiritual eyes found it hard to keep track of them all. Even across the ceiling (which was a long, _long_ way up from where he sat) patches of pages were stuck across the surface, seemingly filling with pictures at a sickening pace.

He frowned as something occurred to him; the entire space was pure white. Pristine, pure white. So overwhelming was the colour to his eyes that Leo squinted, making him again question the logic behind it all; his eyes were spiritual, yet the _pureness_ of the colour literally hurt his eyes.

"You know," the voice continued to say, "it's not nice to ignore someone when they're speaking to you."

Spinning his gaze, Leo found his eyes settling on an elderly man who looked to be in his nineties, with the top of his head being cleanly shaven and the back of it having a neat patch of white hair. The being - for Leo knew that this person was far from an ordinary man - was an American-looking man with stylish glasses, a moustache and smile-crinkles on his face. He wore ordinary clothes; a yellow shirt and a pair of normal brown trousers with a belt. Normal black shoes adorned his legs.

Leo was taken aback by both his normal look and... the _kindness_ in his eyes. He looked like he could be the star of a family sitcom, possessing just the kind of appeal that would be used for the character everyone loved. He appeared like a wise old grandpa, or a fun-looking father. There was an inexplicable warmth to him that tugged at the heartstrings of Leo's black heart.

"W-Who are you?" Leo questioned, not liking the vibe this being was giving off. It felt similar to the homely feeling when he was younger and with his parents.

A sensation he was _not_ eager to experience.

The elderly man blinked. "You don't know who I am?" He sighed. "I was hoping that Death would've been less blunt and more informative. But then again, you are the one who she is particularly angry about."

"Death..." Leo shook his head. "You keep saying that word... like it's a name belonging to that... that _thing._ "

The old man smiled, like he was told a really good joke. "That's because it _is_ her name. Well, that or Lady Death, but Death is much more easier."

Leo blinked. "Death... Like... Wait, the concept of Death is given a physical form?!"

"That's correct." At his disbelieving look, the man sighed. "Oh, boy. Explaining the Cosmic Hierarchy to you would take some time, and I wouldn't want your spirit to be out of your body for _too_ long. Not a good experience for anybody, I'd say."

"You still haven't explained who you are or why I'm here," Leo demanded, a frown on his face. It registered to him that his demand would literally be like him lashing out like a petulant child, and this being the parent. But he didn't care. He was desperate to regain even an ounce of the self-control and power that he'd had.

The old man nodded. "Very well. I know that being blunt is the best way to get this message across." Looking the mutant straight in the eye, he simply said, "I am God."

"..."

"..."

"..."

Leo blinked. Then blinked again. After a few more blinks to retain the information given, he simply stared at the old man. Finally, he said, "I'm going insane, aren't I?" A pause. "Well, more insane than usual."

"And what makes you say that?" the supposed God asked, an amused look in his eyes.

Leo chuckled, suddenly finding the entire situation hilarious. "This is all an giant joke, isn't it? A mystical illusion?"Leo chuckled, a bit of his usual charm in his eyes. "Was it Strange that casted this? Or Mordo? Or even one of the hidden Avengers that I didn't defeat with ease? Come on! Tell me!"

'God' sighed. "Oh, dear. I saw this coming, but I'm still not looking forward to this."

Leo laughed and cackled, rearing his head back and laughing. "You really thought that you could trick me with - with all of this?!" A wave of his hand gestured to the house that they resided in. "Well, it won't work! You hear me?! Having some fake God in my presence and producing _Death_ in a physical form won't trick me! _I_ am a true god! Not some fake being sitting upstairs-"

Leo's rant was paused as his mind was suddenly filled with numerous images; different planets in orbit such as Venus, Mars, Saturn and Jupiter, exploding stars, black holes, supernovae, different alien planets, new alien life forms, different dimensions filled with an incalculable amount of colour and people, realms, entities, the deep abyss of space, timespacerealitybendinglifeendingdeathbeinginevitableandmoremuchmoreTOOMUCHMORE **TOOMUCHTOOMUCHTOOMUCHMAKEITSTOPMAKEITSTOPSTOPSTOPSTOPSTOPSTOP!$%%^$$\ &*&&^%$$££"$%^-**

Leo gasped as his mind stopped viewing such thoughts, and his thoughts were clear. Unharmed. In full working condition.

"Do you believe me now?" God asked, looking at Leo with a curious look on his face. No anger. No smugness. No superiority. Just curiosity.

Against his own wishes, Leo nodded. Then scowled at his own body - well, spirit - betraying him. "S-So... Y-You're God."

"Many people call me 'The One-Above-All', but I felt like it was too much of a mouthful," he admitted.

Leo looked at the One-Above-All with a more wary and skeptical look. "So... what do you want with me?"

"You don't have to worry about me killing you, Leonardo," the One-Above-All stated, suddenly sitting on a chair of his own. "I wouldn't bring you here just to kill you." He frowned suddenly, looking to the space beside Leo. "It seems like our guest is running late."

Immediately, the Beyonder appeared beside Leo, looking around in confusion. "The House of Ideas?" he questioned. "Why the hell am I- oh." He looked to the One-Above-All with a downcast expression. "Oooh."

"Yes, 'oh'," the One-Above-All stated, frowning. "Did you really think that Leonardo would be brought here without you being here as well?"

The Beyonder scratched his head nervously. "Uh... kinda?"

Leo blinked. "Okay, pause. Who the hell is this guy?"

The Beyonder turned towards him, blinking. "Oh, hey, dude!" He smiled, suddenly shaking his hand very eagerly. "Big fan of your work! Little gruesome, especially the future bits, but I'm glad my plans are coming into fruition. Especially with your work on the superheroines of Earth." A wiggle of his eyebrows soon followed.

"Beyonder, please," the One-Above-All admonished. He turned to Leo. "Leonardo, this is the Beyonder, the one who set you on the path that you have chosen."

Leo frowned. "The path that I've chosen? Impossible! It was En Sabah Nur and Nathaniel Richards who made me who I am!"

"Only because I, uh, coerced them into doing so," the Beyonder admitted.

"While we're talking, would you like some refreshments?" the One-Above-All asked with a smile. "Tea? Wine? Snacks?"

The Beyonder shrugged. "Eh, let's go Earth-style this time. Bring out some pizza and Chinese food." He turned to Leo, who looked confused. "You want anything?"

Leo blinked, completely flummoxed by the question. He was dining with what was believed to be God and another being of overwhelming power. In all his life, he could never see this happening. "Uh... I-I'll just take pizza."

As he spoke, each of those items appeared in front of them on a table, along with some additional stuff. Tea and wine were served in mugs, while the snacks consisted of Oreos, Doritos and cookies. Pizza appeared as well, along with different sections of Chinese.

The Beyonder happily dug in while Leo picked up the pizza in front of him, staring at it. He looked to the One-Above-All, who smiled in amusement.

"You don't have to worry about the food passing through your body," he answered, amused. "Here, you can eat as you normally would. Eat, please."

Finally, Leo raised the pizza to his mouth hesitantly, taking a bite out of it. He continued to eat slowly, still confused about this entire scene. As he did so, he looked towards the omnipotent being.

"Am I going to be punished?" he asked, straight to the point. While normally, he'd never accept any punishment, believing himself to be beyond such laughable standards. But after being introduced to the One-Above-All, he didn't know what to expect.

Was he going to hell? Given his past and actions, it was almost certain that he would, and stay there for all eternity. ... Nah, he'd just fight his way out of there.

The One-Above-All raised an eyebrow, while the Beyonder watched all of this play out. "Do you feel like you need to be punished?"

"No," Leo replied immediately.

The Beyonder snorted. "Oh, come on. You're not even making this fun."

A glance from the One-Above-All silenced him, while he pouted. He then looked towards Leo. "And why do you feel like that?"

Leo frowned. "Before that, I want to ask something." He looked to the Beyonder. "What did you mean by 'setting me on the path I've chosen'?"

The Beyonder slurped some noodles while he spoke. "Well, you see... I had Nathaniel Richards approach En Sabah Sur with the intention of making him his heir - which he was planning to do, by the way - and plan to make what was deemed the 'ultimate lifeform'."

The One-Above-All sighed. "As if we haven't had enough of those already."

"Right?" the Beyonder chuckled, before continuing. "So, I sort of lead them towards you."

Leo frowned. "And my home town persecuting me and hunting me down like an animal. Was that your fault as well?"

The Beyonder raised his hands up. "Woah, woah! That was all on them! Mutants are always hated on Earth by normies all the damn time." He frowned as he thought about it. "Which makes no sense, when you think about it. Gods, aliens and sorcerers roam across the streets, and they get praised. But mutants? People seem to have hate-boners for all of you. Hell, the Hulk has more respect on his name than you mutants do." He turned to the One-Above-All. "Why is that?"

The deity sighed, palming his face. "Don't ask that, please. I already get enough of the usual spiel from the others."

The Beyonder turned to Leo. "Anyways, no I didn't cause your entire town - including your parents - to hate you. That was on them. But turning you into a super mutant? Yep, that was all my work. Your welcome."

Leo stared at the being before him in shock. "B-But how did you get all of the blood samples and serums? Franklin Richards hasn't even been born in this timeline, Wanda was too young to have properly developed her powers then, and Longshot hadn't even made his appearance yet! And the Sentry Serum shouldn't have been made for another couple of years!"

The Beyonder snorted. "Oh, please. That was nothing. The real issue was getting all of those uptight cosmic beings to not raise too much of a fuss and bitch at me."

"B-But why?" Leo asked. "Why did you gift me with all of these blood samples? All of this power?!"

The Beyonder shrugged. "I was bored."

"..."

Leo stared blankly at him while the One-Above-All sighed. "I think you broke him."

"Nah, he's handled worse," the Beyonder waved away nonchalantly.

Finally, Leo decided to react. "W-What?" he croaked. He stared at the Beyonder. "Y-You set me on this path of power, had me kidnapped and experimented on, and allowed the current events to happen... because you were bored?!"

"Yep," the Beyonder nodded, chuckling at his astounded face. "When you're omnipotent and omniscient-" the One-Above-All coughed slightly, looking at him "-okay, _almost_ omnipotent and omniscient, you get bored very, very easily. Honestly, sending those two after you to turn you into the person who you are now is the most fun I've had in millennia! And there's still more to come!"

"You do know that Death is still angry at you, correct?" the One-Above-All queried. "Besides, it was wrong to use En Sabah Nur and Nathaniel Richards for you own schemes."

The Beyonder laughed. "H-Hold on! First, I don't care. Second, _you_ have a problem with people using others for their own ends?! What, should I be giving you credit for the idea?!"

The One-Above-All sighed, not willing to answer his question. Instead, he looked to Leo. "Beyonder's point aside, this isn't the life you should've lived."

Leo glared at the deity, having enough of all the side-tracking and manipulations. "Oh? Well, tell me, _God."_ He hissed out the last word. "Exactly how should my life have been?! Because I'm curious as to what it should've been!" His earlier fear was forgotten in all the space of the truth being revealed to him. Right now, he needed answers.

"A multitude of things. It'd be like going back in time and making sure that you were never kidnapped. Or hated for being a mutant. There are an infinite number of possibilities that-"

"That's not what an answer!" Leo yelled, clenching his fists. "I already know of the Multiverse Theory! I want to know how I should have lived my life without his interference!" He pointed at the Beyonder near the end.

"What is the source of your anger, child?" the One-Above-All answered, a concerned expression on his face.

Leo sneered. "Oh, fuck you! You're omniscient, you already know!"

He sighed. "Yes... I want you to say it."

Leo glared at him even harder, making him sigh. "You want to know if you could've lived your life any different. If your home town wouldn't have treated you like an outcast, and later like a demon."

Leo simply glared angrily at the One-Above-All, not wanting to admit that he was correct. What-ifs never entered his mind on the day he had fully unlocked his primary mutant powers. His mind had always been focused on what had occurred, and what to do from then; wipe out the entire human race and leave the superpowered one alone. Thinking otherwise was... frankly, he had never thought of that. Nor did he want to.

But now that the thought was in his mind... different scenarios played out. What if he was some sort of superhero? If his path had changed, would his fate be any different? Would he have died? Would he not have ascended into the perfect being?

Too many scenarios that he didn't want to know the outcome of, even with his precognitive abilities.

"If those outcomes had occurred, you would've been a possible beacon of hope. A hero, like the ones you so desperately try to kill, rape and turn to your side. You would've had heart. But now..."

Leo's throat went dry as the One-Above-All's expression changed. Even the Beyonder sat up straighter. The deity's air was warm and cosy. But now, he had a frown on his face. A frown of anger.

"You could've used your powers for helping the future of mutantkind. Of saving the human race, both from itself and outside sources. Now, looking at you..." He shook his head. "I'm disappointed."

Leo didn't know how or why, but he felt like he had gotten shot into the chest when he'd heard the word 'disappointed'.

"Despite the Beyonder's interference," he continued, "I believed, at the very least, that it would be that because you - who faced troubling obstacles in your way - had been given power beyond your imagination, you would become a great hero. That you would rise above the darkness of your past… rather than use it as an excuse to justify yourself."

Leo snarled. "I-"

"-Had your parents and friends turn on you, mark you wrongfully as a monster?" the One-Above-All finished for him, still frowning. "Tragic, but many people have faced equal perils. Some even worse than you. Yet they still get up and live their life, rather than try to falsely justify themselves in a pointless crusade that will yield their results."

"Of course, that's just the kind of bullshit you'd expect from a jealous, lazy God, who sits on his ass while his creations cause said problems!" Leo hissed. "If I was going to cause all of these problems, then why didn't you kill me when I gained my power?!"

At this, the One-Above-All gave a small, remorseful smile. "Free will is something that all sentient beings possess," he explained. "I can't - no, I _won't_ interfere in the lives of my creations. Because how then will people learn. If I flicked my hand and all the problems in the multiverse were solved, what would anyone accomplish? What would _I_ accomplish?"

He sighed. "A father's duty is to watch their children - or creation - grow. Even if they mess up, or if they get in trouble, a father's job is to discipline their child, and set them on the right path. If they still continue to stray..." He shook his head, not wanting to answer that. "Free will is something precious. Many beings see it as a blessing. Others, a curse. I choose the former. Besides, your actions may be terrible now, but there's always usually a silver lining underneath all of that darkness."

Leo scoffed. "Then I'll be sure to disappoint."

The One-Above-All gave a small, knowing smile. "I wouldn't be so sure about that."

"So, do you plan to kill me?" Leo questioned, preparing himself to be erased.

"No."

The answer made him blink. Even the Beyonder looked at the One-Above-All funnily.

"Wait, what?" he asked. "I actually thought you were going to kill him. Would ruin my fun, but..."

"Because I have given you free will," the One-Above-All stated, a sigh escaping his lips. "I am disappointed in what you used it for, but I - like I said - can't blame you more than a father can blame his child when he or she misbehaves."

Leo frowned. "B-But what I've done-"

"Your actions will have consequences, many of which have already sprung into motion," the One-Above-All said simply. "Perhaps a day will come when it is time for your death, and we shall evaluate whether or not your existence in this world was a curse or a blessing."

"Hopefully the latter," the Beyonder inputted, only to get glares from the two of them.

"And even if I continue down the path I've chosen?" Leo questioned slowly. "If I continue… doing what I'm doing… being… as I am… will you… stop me?"

"No. It is not my place to interfere. Good or evil, right or wrong, whatever path you follow and whatever outcomes they bring, it will be of your own doing."

Leo rubbed his forehead. "T-That doesn't make any sense!"

The One-Above-All smiled. "Life usually doesn't." Stepping forward, he placed a hand on his shoulder. "Now that you know the truth of your origins, what are you going to continue to do with your gifts?"

With nothing more than a simple twitch, the One-Above-All simply twitched his hand, and Leo yelled, having been banished out from the House of Ideas and back into his own body.

Done with that, the deity turned to stare at the Beyonder, who looked nervous. "Now, what to do with you?"

"Shit," he quietly cursed, mentally preparing himself for the chewing out from the One-Above-All.

 **Before anyone asks, the One-Above-All was modelled after Stan Lee (God bless his gifted soul).**

 **Hope y'all liked the chapter. I certainly enjoyed writing the lemon above. Finally, a lemon where mind-control is actually used properly- that sounded less creepy and desperate in my head. Please ignore that.**

 **Also hope you enjoyed the meeting with the One-Above-All, Death and the Beyonder. Now, because Death is pissed off at Leo, a certain someone is also going to take an interest in him as well. And by interest, I mean wanting to murder his ass. I'll give you a hint; Purple Shrek.**

 **Now, with that out of the way, review time:**

 **1) Well, the lemon fit your category, so should be fine.**

 **2) Thank you**

 **3) There will be**

 **4) Still on the middle-ground on that.**

 **5) Admittedly, I did.**

 **6) Trust me, I will give the Phoenix the respect it deserves**

 **7) Thanks for the praise and the tips.**

 **8) Thanks**

 **9) Yo, Mdhunter. I'm so glad for the suggestion with the Penance Stare from Peter, as I might actually implement that, so thanks. And I won't make Leo's redemption easy by any stretch at all. He will feel the weight of his sins, I'll make damn sure of that.**

 **10) I haven't read the fic in a long-ass time. How the hell have I copied pieces of it? Even when I had it in my favourites, I never looked at it too much, so I barely remember most of the bits of the story.**

 **Now, with that done, Imma get some me-time. Thanks to all those who f,f,r and r the story. Love y'all.**

 **Read and Review!**


	11. Chapter 11

**Chapter 11:**

High above the Earth's surface, entirely outside its calm, tranquil blue atmosphere, a lone figure hung motionless against the backdrop of the stars.

Leo hummed, the typical requirement for oxygen unnecessary for his body. He kept on staring at the planet before him, contemplating. Thinking. Reminiscing.

It was quiet up here. Peaceful. Peace was one of the many things that the mutant felt was out of his reach. For all his godlike power and might, he always felt the need to do something; either develop his powers or explore different parts of the world, or even beyond to find meaning. To allow him to utilise the tools to exact his revenge against humanity.

He had known nothing but battle and conflict and struggle. The struggle to survive, to become a god (Leo snorted at that, his perception of 'God' warped an changed), to become _perfect_. Yet it was at this moment that he contemplated his choices. The actions he had taken, the power he had accumulated... was any of it worth it? Or was he just doomed to be some... some cosmic accident?! A mere thought into an extraterrestrial deity's mind, to be toyed and manipulated with?!

Leo snarled, his eyes flashing through the multitude of his signature colours, before he sighed, calming himself down. He was his own individual, unrestrained by any petty programming or manipulation. Apocalypse and Kang had tried, but had ultimately failed. He considered himself to be more evolved than that. The same principle could be applied, whether it be to that foolish Beyonder or _God himself._

He would not subject himself to anymore mind games. He was no one's puppet, and it was time he took that fact and shoved it up anyone's and everyone's ass!

Sighing, Leo's thick arms crossed over his chest as he stared at the planet before him. His power made all the superheroes and supervillains seem like mere insects before him. He was immortal _and_ invincible. The universe lay open and bare before him.

Sighing, Leo looked up towards the endless space, wondering if - even now - God and the Beyonder were staring at him, manipulating his mind to have him come to the decisions he was making.

"God, the One-Above-All, or whatever your name is," Leo spoke, his voice carrying so little in terms of distance in the vacuum of space. Yet, he'd imagine that his words were heard. "You and the Beyonder need to kindly _fuck off_ and allow my plans to come into fruition.

"You asked me what I was going to do with my gifts? The same thing I planned to do from the start: wipe out any and all humans from the face of this planet, and if any hero or villain get cute with me, they'll die too."

Another deep breath. Another exhale. A scoff escaped his lips.

"Did you think to _humble_ me? Thinking I am on the same line as humans?! I am greater than any of them could ever imagine - could ever _dream_ of! I am a god amongst man, mutant and even the gods themselves! None can defy me!"

Staring down at the ball of mud before him, Leo used his telepathy to scan the minds of random humans, curious. The One-Above-All thought him to be some sort of... _child,_ that he should correct his mistakes? And then what? Leave the humans to be? Never!

What made humanity so special? All they did was kill, torture, rape, murder, steal and destroy anything and everything that they could touch. Mutants, nature, peace... even _they_ were not safe from each other's evil deeds. Heroes who dress in skintight suits and costumes, trying to save a species that didn't even want to save itself, creating more and more problems that would lead to their inevitable demise.

Just what made humans so liked by God Himself? There were a multitude of species out in the unknown regions of space, potentially more deserving than humanity could ever be. It was likely that there'd be a race more savage and self-destructive than humans. However, there was also the chance of there being a peaceful planet that knew nothing of either war or evil.

Thoughts swirled into his mind as he meditated, picking up emotions along the way.

 _But mommy, I have to save my game first!_

 _You'll take the trash out right now, or I'll throw that TV out and you'll never see it again!_

 _But Moooom!_

Leo scoffed, his words and thought already confirmed. Humans, so selfish. He had no desire to listen to a mother lecturing her son. He began scanning for a handful of more people. The more he focused, however, the more he found.

 _Man, I'm done mowing the grass. I think I'll take a lil' nap._

Snorting, he moved on.

 _Work hard & play hard. It's what I always say. Pretty soon, I'll lose all my fat. _There was a sardonic chuckle. _Even if people keep telling me to jump off of a building._

Leo shook his head, confirming that, again, he was right. Lying to themselves in a desperate pursuit of false happiness. Most humans seemed to wander through life aimlessly, unsure of how to find happiness. But those who had found it were even more confusing. How could mere mortal men and women - most of them not even able to lift even a small mountain - possibly know what they wanted from life? It was frustrating.

That made Leo frown. Speaking of which, what did _he_ want? The slaughter of humanity, obviously. And after that? It stumped him that he was drawing at a blank. Him, a being who had vast intelligence, didn't know what he wanted to do after he was done his mission.

He closed his eyes. Despite his godlike abilities and body, Leo found himself surprisingly reminiscing his childhood; when he felt that he was close to the human race. Looking now at his current self, he could somewhat understand how most humans didn't really know what they wanted. The perfect mutant found it a little distasteful. Disturbing, even. He certainly had no time for the love stories he was hearing, the sweet nonsense being whispered romantically around the world, into people's ears. As perfection itself, he was necessarily self-sustaining. Love and affection made humans blind, oblivious.

All of the women he had slept with; they meant nothing to him. Just a means to an end.

 _Or is that just your mind playing games with you?_ a dark voice whispered in his mind, making him frown. _Are you just taking women by force and killing all those people to fill the sad little_ _void_ _in your heart?_

Leo was confused. His telepathic walls were on full defence. No one could talk to him or read his mind. So what the hell was that voice?

He dismissed it, refusing to think it was anything coming from him. He had no mental fears or problems. He was perfect.

Growling, he opened his mind, allowing for more emotion to be open to him. Suddenly, his own consciousness was flooded with the hopes and fears and ambitions of the billions of Earth's inhabitants. There was peace there... compassion, bravery, longing... even love. The rush of emotion took him completely by surprise, shocking him into a stunned state. Before he knew it, a single sympathetic tear welled up in his eye.

"What's this?!" Leo exclaimed, still confused. More tears fell from his eyes as more and more raw emotion flooded his mind. He was dumbfounded, amazed and confused all at once. How could he, a proverbial god amongst ants, be in any way affected by the fickle emotions of said ants?

His rage began to smoulder, shooting up as if the fires of Hell were his fuel. Leo clenched his fists and ground his teeth in anger.

"I NEED NOTHING! I HAVE ALL THAT I COULD EVER DESIRE WITHIN ME!"

His fury grew and grew until he held his hand out, magic dancing upon his finger tips. So enraged was he, so angered by all these ants _daring_ to try to bring him down to his level, that the words of magic came to him instantly.

"Terrena Gravi Flatu Tibi!" he intoned, allowing his magic to shoot from his hands and enter the atmosphere, opening a portal from the upper air.

 **XXX**

 _(Paris, France)_

The city was working in its usual way. People rushing to their destinations and children rushing off to school, traffic jams being such a rare sight for the peaceful city.

"Come on! Stupid traffic jams! We're going to be late to school, dammit!" a teenage girl complained to her friend.

"At least I have more time to study for the English exam," her friend commented, sighing in relief.

"Yeah. You're right, Karen," her friend responded, checking her side mirror in case of any oncoming people from behind. Frowning, she squinted her eyes, seeing something come from the edge of her mirror.

"What the hell?" she whispered.

"Hey, Sarah! Look!" Karen called out, drawing attention to her.

"What are you..." her voice fell, seeing the same thing she had seen in her mirror. "The hell?"

"Are those stars?!" Karen exclaimed, eyes wide in awe.

Sarah frowned. "No... no, those look more like-" She paused, the projectiles becoming more and more clear. Whether it was due to fear, or incredulity, she couldn't finish her sentence as the projectiles collided with the ground, bringing explosions.

The sky kept on rumbling angrily, as small specs of rain continued to fall from the sky. However, those specs of rain soon cycled into heavy rainfall and those rain droplets suddenly expanded, becoming miniature flaming meteors. The meteors sailed through the sky and down onto the trucks, cars and the citizens below. Infused with cutting and piercing magic, the jagged edges of said meteors exploded, piercing through metal and flesh.

The very ground shook as smoke and debris flew, engulfing the sky. Buildings and cars were blown away as the heavy winds either pushed or crushed people to the ground. Those who were lucky to survive the first onslaught slowly stood up, watching the bright light die down and smoke rising in the distance. People began to run for their lives as they saw more balls of light falling from the sky and more explosions following the first one.

Grunting, Sarah tried to pick herself up, only to cry out in agony as her lower half was trapped by her demolished car. Seeing the blood oozing from the scene caused a nauseating sensation to run through her body, temporarily shutting out the pain for a brief moment.

"Ka... Karen," she whispered, struggling to call out her friend's name. Terror and pain ran through her body again, causing her to raise her voice. "Karen! W-Where the hell are you?! ANSWER ME, GODDAMMIT! KAREN, I SWEAR TO GOD, IF YOU DON'T RESPOND, I'M GOING TO-"

Her voice was abruptly cut off upon the horrific sight that she had witnessed. Karen _was_ located... only her lower body was seen. The sexy high heels and stockings that she had been planning to use to seduce this cute boy in her year... only for shit to hit the fan in the _worst_ possible way.

Her legs were doused in blood, her upper body seemingly sliced in half. So distraught and horrified by the scene before her, Susan turned to the other side and puked, her burning lungs doing their best to empty themselves completely.

 _Why, God?!_ she angrily thought, tears blurring her vision. _Why is this happening?! What the fuck kind of miracle - what_ act of divinity - _is this?! Why are you punishing us for all of this?!_

The funny thing was that she was wrong about her thought process... yet so horribly correct in it.

More and more students ran from their bus and joined the masses of people running for their lives. Their momentum was halted when an explosion that was closer to their location ignited.

Each meteor consumed miles of land and huge chunks of land were thrown into the sky by the powerful explosions. People clutched their loved ones as they watched the raging disasters continue.

Up in the sky, the superhero Adamantine flew and swerved through each meteor, doing his best to save more and more innocent civilians. However, he seemed to be failing upon each death. He grit his teeth, hearing the cries of sorrow and agony wail through the air.

"What could've done this?" he muttered to himself, his question too silent for even himself to properly hear. He snarled, eyes darting narrowly across each space. "Got to save as much people as I can! Maybe I can call the Avengers! Or the F-Fantastic Four! O-Or even the Defend-"

Sadly, his sentence was never finished. A meteorite struck his flying form, destroying and killing him both upon contact, and when both him and it hit the ground, exploding and causing even more death and destruction.

 **XXX**

 _(Above Earth)_

Leo panted harshly, his rage dying down as the destruction he had caused had cooled his wrath. Somewhat.

The mutant felt like offering a big 'fuck you' to the One-Above-All, as if to mock him for ever thinking that he would change his ways just because he was spoken to like a child. However, he didn't find any need for that. He had better things to do.

Closing his eyes, he mentally connected with Jean, Rogue, Wanda and Carol. _Girls. I have a task for each of you to carry out._

 _Of course. What do you have planned?/Anything for you, master./What is it?/By your will, master,_ came the responses from each girl.

"Carol, you go take on the Avengers. Kill or maim several of its members, but not all of them. Strike swiftly and ruthlessly. I don't want any of them gaining the little hope that's forming in their gut as we speak. Rogue, absorb some of Carol's power, so that you and Jean can confront the X-men. Wanda, with your new practice, I want you to take out most of the Brotherhood." A cold grin appeared on his face. "And - just so you know - Xavier and Magneto can be offed as well."

Leo could almost _feel_ the cold grin that had appeared on Jean's and Wanda's face. _Thank you oh so very much,_ Jean purred darkly, while Wanda grinned at the idea of getting back at her father.

Nodding, Leo dismissed his motion as he flew down back towards Earth, re-entering the atmosphere not affecting him in the slightest. "You have your orders. Go."

With the confirmation that he had received, he grinned as he set about his own task. _See,_ God? _Nothing you say or do will stop me from completing my goal._

 **XXX**

 _(Manhattan, Semi-Constructed Avengers Tower)_

"Alright, team! Listen up!" Captain America announced to those available; that being Iron-Man, Hulk, Ant-Man, the Wasp and Thor. Along with some recent but well-received additions; Iron Fist, Hawkeye, Black Widow, Wolverine, Daredevil, Black Panther, Sam Wilson, She-Hulk, Luke Cage and Jessica Jones. "Thank you for all assembling. We need to regroup and come back stronger from Manhattan's destruction."

Wolverine leaned back into his recliner, a dark look on his face as he guzzled his beer. "I'm on board with this meeting, Cap, but there ain't no need to beat about the bush. We all know - or at least _I_ do - that the psychopath kid known as Leo Sebastian did all of this."

"Is there anything you know about him?" Iron-Man queried, a hard look in his eyes. Those who knew him were somewhat shocked, having expected _some_ sort of sarcastic quip or snappy comment. "Any and all strengths and powers? Any weaknesses?"

"If I knew any of that, he'd be dead, tin-man," the mutant responded, leaning forward. "I don't know anything about him, other than the fact that he's telepathic, telekinetic, super strong, super fast, and is arguably more durable than our fellow Greenies and our resident god."

"Well, you don't know enough!" Stark suddenly exclaimed, slamming his fist on the ground, startling a few of the Avengers. "We need more information, and frankly you and Xavier aren't doing enough if you can't even keep track of members of your _special_ little group!"

Wolverine was out of his seat and in front of Stark so quickly that those with limited reflexes were stunned. Stark seemed wide-eyed, before he got control of himself.

"At least _my_ group didn't get their ass handed to them by one kid," Wolverine growled out, looking like he was seconds away from popping his claws.

Infuriated, Stark made to hit the mutant, only for his hand to be grasped by Captain America. "Enough!" he called out, calming the two. "We're not meant to fight between one another!"

Scoffing, Wolverine got back to his seat, while Stark stepped back slightly.

"We need to remain calm. Fighting amongst ourselves will do no good," Iron Fist cautioned.

" _Really_ don't need any of your kung-fu bullshit, Iron Fist," Wolverine grumbled.

Iron Fist sighed while Black Widow stepped forward with a small amount of files. "S.H.I.E.L.D. barely has any files following each disaster he follows. No facial recognition, no passport, no criminal records, not even any related family members. For all we know, we're just pulling all of this information out of our asses."

"And the troubling bit is that we don't know this kid's full capabilities," Hawkeye informed, rubbing his temples. "Or any of his plans."

Hulk scoffed. "All he seems to do is just destroy. No real plans behind any of that."

"It's unlikely that that's the case, Hulk," Black Panther inputted, pacing slightly. "From Wolverine's interactions and observations, Leonardo seems the type to always have an agenda. Even veiled under all this destruction, there has to be a method rather than just senseless chaos."

"Sometimes, there isn't always a need," Luke informed knowingly. He was about to continue, only to pause as there was some shaking going throughout the building. Immediately, everyone got into a ready stance.

"Uh, Stark? Did you add another crazy invention to this place while you were rebuilding it?" Hawkeye questioned, fishing out an explosive arrow from his quiver.

"No," the man responded, his suit trying to scan for any irregularities. "JARVIS, scan for any-"

He was interrupted by a flash of fire appearing in everyone's vision, barrelling into him and knocking him unconscious swiftly. Once the figure stopped moving, they could see who it really was.

"Carol?!" Captain America questioned, confused.

Indeed, Carol was the one who flew in, in her Binary Form, no less. Her glowing eyes narrowed upon seeing the group of Avengers, before a cold smile appeared on her face.

"Yo, space-girl! What the hell is your problem?!" Wolverine questioned, claws still out. Sniffing to check if this was possibly a fake Carol, his eyes narrowed upon noticing two things. One; it _was_ the real deal, and two...

"You have that bastard's scent on you!" he growled, getting others to look at him. "Why the fuck have you been frolicking with him?!"

"Don't you dare insult my master!" Carol yelled, angered. She blasted him with a powerful light beam that threw him back painfully, his body slamming into the wall.

"Master? She must be under some kind of mind control!" She-Hulk noted, leaping towards the floating woman and tackling her to the ground. Growling, she lifted her up, wincing a bit as Carol superheated her body to extraordinary levels. "Dammit, girl! Stop it, or I'll put you down for good!"

A kick to the gut was her answer, getting She-Hulk to grunt as she was sent skidding back. A volley of energy blasts followed up soon after, getting the gamma heroine to cross her arms and take the onslaught.

Leaping up into the air, Hawkeye fired several arrows from his bow with terrifying accuracy, each one detonating, freezing, trapping and burning Carol... only for each effect to fail miserably. Snarling, Carol used one hand to swipe at Hawkeye, producing a fast energy wave.

Having no time to properly react, and with the others either still shocked or too slow, Hawkeye was promptly bisected in half by the attack, his wounds cauterising immediately upon him coming into contact with the wave. His two body parts fell to the ground, his life taken too quickly for everyone's liking.

"Clint!" Black Widow yelled in slight shock, seeing her comrade die in a brutal manner. Snarling, the spy shot several taser blasts that didn't affect Carol.

Thor struck with his lightning, halting her onslaught as she grunted, absorbing the energy. "We need to find a way to restrain her!" the Odinson exclaimed. "She is under the influence of Leonardo!"

"Easier said than done!" Hulk bellowed, roaring as he leaped toward her. However, instead of being caught in another tackle, Carol flew to Hulk and - using the added energy from Thor's hammer - uppercutted him into the air, making him break through the newly constructed ceiling. She made to follow, but was smashed in the back by Thor's Mjolnir, sending the Kree-hybrid straight into the waiting arms of She-Hulk.

"I didn't really want to do this," she mumbled, before quickly suplexing Carol into the ground, along with grabbing her leg and throwing her into the air. Just as Thor was about to smack her away, she flipped suddenly. Yanking Thor's long hair, she swung him around in a circle before tossing him to the rest of the oncoming Avengers, knocking them to the back.

A roar from the side came, with Wolverine leaping through the air and slashing at Carol, only to halt. While his momentum gave him the advantage, Carol was too strong for that kind of force.

Snarling, Carol started to punch the mutant in the gut, gaining more and more altitude as the two kept rising, before a mean uppercut sent him farther into the air, almost breaking the atmosphere. Her hands glowing with energy, Carol slammed them into the ground, knocking down all but the strongest of the Avengers to the ground.

Thor flew up, storms gathering in the sky due to his control. "Carol! What hold does that murderer have on you?! Allow us to help you!"

Instead of answering, Carol smirked as she charged again.

 **XXX**

 _(Bayville, New York - Xavier Institute for Gifted Children)_

Jean and Rogue floated in the air, looking down at the institute. Memories ran through their minds; happy ones, filled with laughter and teamwork and happiness. But they were now tainted. Not just because of Leo's influence, but due to secrets and lack of effort.

For Jean, it was because of Xavier's messing with her mind, mentally sealing away the Phoenix and doubly sealing away many of her emotions. Her anger, her passion, her will, everything that made her _her._ The dreams that she had had of her friend Annie dying before being discovered by Xavier... _tampered with._

She discovered the truth from the Phoenix (when the two occasionally talked); she had telepathically linked her mind to the mind of her friend in an attempt to keep her soul from moving to the afterlife. In doing so, her mind had been dragged to Death's realm. To counter this, the Phoenix joined its power to her mind and broke that connection, forging another connection with Jean. However, because of Xavier's meddling that had occurred before the connection was properly removed, his blocks weakened her, both power-wise and emotionally.

For Rogue, it was exhaustion. Exhaustion from listen to the sweet lies that Xavier rattled off; of humans and mutants living in coexistence, of finding a way to cure her powers, how her powers should be used for the benefit of mankind, and not for herself.

With Leo, however, she was more free. Her powers were in control, she had someone to guide her on them, and someone who had their own goal, and the will and power to actually go through with it.

"You looking forward to this as much as I am?" Rogue asked, looking to Jean.

The redhead smiled, her green eyes giving off slight flames. "Oh, yeah."

With power surrounding her form, she flew down to the Institute and slammed into the front, the shockwave produced from the action knocking away a large portion of the building. It didn't take long for the assembled mutants to arrive outside, and they were completely shocked at seeing who was there.

"Jean?!" Scott exclaimed, looking confused but glad to see her.

"Yes, it's me," she responded with a smile, though she didn't look particularly happy. She didn't even stare at the others as they gawked at her and her new outfit, she continued to look at Xavier. "Hel **lo, Xavier. You thought you could cage us?"**

Jean's voice changed near the end of her 'greeting' becoming more regal than even Ororo's, and powerful like Leonardo's. The wheelchair-bound man stiffened, a knowing look on his face while his students were confused.

"Am I speaking to... whatever it is you are, or am I speaking to Jean Grey?" he questioned cautiously.

" **It's Phoenix, and w** **e are but one in the same, Charles Xavier! No thanks to you!"**

If the fury and raw power from the redhead wasn't enough to have everyone shaking, they were especially shaky upon seeing Rogue crash into the ground, right next to her partner.

"Rogue?!" came the surprised voices from all the X-men. She didn't acknowledge them, however, focusing on Jean speaking.

"Look, you're going to hurt Jean! Her mind is already altered by you and-" Xavier started to say, only to be cocooned in a shell of telekinetic power. His wheelchair was crushed as he stood up straight, unable to even pry open his mouth to cry out in agony.

"Professor!" Scott and the others shouted. The glasses-wearing mutant turned to look at the redhead. "Jean, stop this! This isn't you!"

" **Oh, do hush, child. Didn't Xavier teach you any manners?"** A cruel smirk appeared on her face. " **Well, it's not like he would do so. He'd probably treat you like his little pet."  
**

"Jean..." came Ororo's voice as she stepped forward tentatively, her powers ready to go off at a moment's notice. "Please, stop this. This can all be averted if you just listen to us."

" **Ororo..."** A soft look appeared on Jean's face, before she turned it back to her furious one. " **I don't want to hurt you. Any of you... but if you continue to stand in my way, I will not shed a tear for you when I act."**

"And what is this... 'act'?" Kitty questioned, her body shivering uncontrollably.

Instead of answering, Jean crooked her finger towards Xavier, causing the man to move towards her with his feet. His grunts and cries went ignored by Jean and Rogue, but the others were appalled.

"Jean, stop this!" Ororo exclaimed, only to seize up as Jean held them in place with the strength of her mind. She watched with a sadistic glee as the man's weakened legs were forced to move, every _crack, snap_ & brittle _pop_ added more and more happiness to her newly dark heart.

"Jean, please!" Xavier pleaded, his face twisting in agony as slight tears appeared in his eyes from the immense pain.

She smiled coldly. " **I trusted you..."** Her voice got lower in intensity, as if the normal voice depicted Jean's control. " **I believed** in you. In your little dream, in your goals, in your methods... but, after this? After what you've done to me? After taking a good, long look at you and the others... I find myself relieved. Relieved that me and Rogue were the ones able to see past your bullshit. And hopefully, the others will as well?"

"And... could it be that... Leonardo Sebastian is the one... to c-convince... you that... I am in the wrong?" Xavier grunted out, the strain of having to speak too much for him.

"Ding, ding! We have a winner!" Rogue muttered sarcastically.

"He... is... _deceiving_ you... he does... not care... about you. He will... des _troy_ all who he sees... and leave you stranded," he warned desperately.

The smile now gone from the girls' faces, Jean stared into his eyes. "You know, being a powerful telepath, you've never really experienced any superior in the mental arts. **How about I change that?"**

Gripping his head, Jean ran images and thoughts through his head at an insane pace; her sadness and anger at the lack of trust she now had in him, the eternal fury of the Phoenix, the truths that she had uncovered, the pain that he had experienced with his own life, his lack of success, his failings at trying to keep his family and former friend Magneto from his own grasp, the numerous amounts of deaths that he could have prevented had he not simply _acted,_ the hatred, rapes, murders and tortures that had occurred if only he could stop them...

Blood gushing from his nose and eyeballs, he cried out in pain and agony, each stab of mental pain worse than the last. He collapsed like a puppet cut from its strings, body loose like his bones were pulled from his body.

Raising her hand, she lifted up his body to face his students, shame and pain now covering his face. She turned to Rogue. "Want to actually commit to your role and do something?"

"Oh, fuck you, Miss All-Powerful Chicken Lady," she grumbled, staring at the group as she cracked her knuckles, preparing to fight her now unbound former friends.

 **XXX**

 _(Newly Abandoned Warehouse)_

Magneto considered himself a patient man. He had plans, and he had plans within those plans, and he had backup plans, and backup plans within those backup plans. With years to hone his abilities and temper to become the man that he was today.

And yet, he felt that all those years of planning and honing his skills meant nothing when he had to deal with that _fucking brat!_

How dare Leonardo treat him like a petulant child! He was Magneto! The Master of Magnetism! The one who would lead mutants to their rightful places as rulers of this world! No _child_ \- no matter how powerful - would dare try and attack and humiliate him like that!

He slammed his left arm on the wall near him, frightening different mutants as he seethed to himself, taking in deep breaths. His right arm had been replaced by a metallic one, complimenting his mutant powers and allowing him to manipulate it even further with different kinds of functions.

Closing his eyes, he opened them again. He needed to calm down. Leonardo wasn't here - thankfully, he had no desire to meet him again - but that was dangerous. He was unpredictable. One moment, he could be slaughtering millions, the next he could be foiling his plans by continuing to meet with and exploiting Xavier's own little bunch.

Not to mention that Mystique was missing, which was a worrying concern. He had tried checking if Irene knew where she was - and possibly threaten her to tell her where the shapeshifting mutant was - but her whereabouts were unknown. Tracking her didn't work, and any people who did possibly know where she could be - few as they may be - did not know.

He rubbed his eyes, a migraine already coming forth. He needed to contact another instructor to teach his Brotherhood of mutants. Moreover, he needed more recruits. As tolerable and as competent as his group was, it never hurt anyone for him to recruit more.

 _If only Wanda had been able to control her powers,_ he thought to himself, regretting not birthing a more capable daughter. _She'd be perfect for my plans._

Luckily, his hopes were answered... in the most ironic way possible.

The ceiling of his base exploded in a shower of debris and rubble. The sheer speed and randomness of the attack caught many of the mutants off-guard. Allowing for most of them to be hit with different spells of varying kinds. While it looked like fancy words and tricks of light to the others, Magneto had been around long enough to know and recognise the signs of magic.

He frowned, his powers acting and saving those who he could see. The only magic users who came to mind would be Steven Strange, but he had no business with the Sorcerer Supreme, and he had no business in his own affairs. So who was this sorcerer?

He saw Blob, Pietro, Fred and Forge had survived the initial onslaught, but everyone else was surprisingly knocked unconscious or incapacitated. He saw that the smoke was slowly clearing away, a scarlet light piercing through the screen of rubble.

"Who dares attack my base?!" Magneto roared, the metal around him corresponding to his rage and attacking the intruder. The figure, however, raised an arm, scarlet light flowing from her hand and dispersing, destroying or... changing the metal to a different state altogether? Magneto grew more and more confused, because that source of power was very familiar.

"Hello, Father," a familiar voice called out, causing Magneto's eyes to widen. The smoke cleared to reveal Wanda floating in the air. She looked very different than what her father and brother had seen. She wore a maroon leather jacket, a Limp Bizkit crop-top, and black jeans that seemed tight on her legs. Her brown hair floated behind her as she glared at her father. "Did you miss me?"

Magneto would deny this to his last day on Earth, but a shiver of fear ran down his spine upon seeing his daughter in front of him.

"Wanda?" her brother questioned, the dangerous air not seeming to register within him. His face lit up. "I-I'm so glad to see you! Where have you been?! I-" He likely would've said more, but a hex bolt from his sister smashed into his front, sending him flying as he collided with the opposite wall, knocked unconscious immediately.

"I'm going to be having _words_ with my dear brother later. But for now..." Wanda spoke, acting as if she didn't just knock her brother unconscious ,"... you and I have some business to attend to."

"Uh, who's the crazy chick?" Blob questioned, only for him to flinch as Wanda glared at him menacingly.

Magneto, who previously couldn't find it within himself to speak, found his courage. "That is my daughter. I-"

"Abandoned me," Wanda finished, smiling coldly. Everyone was unnerved by her calm tone. "Locked me away. Treated me like trash because I couldn't control my powers like my oh so perfect brother."

"I did not want to that, Wanda," Magneto quickly deflected, hope blooming in his chest. Perhaps if he could convince her with words, drag her to his side... yes, yes that could work! All he needed to do was play his cards right. "You're my daughter, and I'm sorry. I regret what I did, truly. It haunted me every day just to even think about it," he apologized. In actuality, he did regret his actions, though not for the reasons one might assume.

"Really?" Wanda asked, raising her eyebrows. She lowered herself to the ground, making the others step back far, _far_ away from her. Raising her hands, she trapped him in her powers. "Let's see what you _really_ think, shall we?"

Using her magic, she attempted to read his mind. Her first attempt to enter his mind was blocked by his helmet, something that was quickly dealt with as she telekinetically ripped it off of his head. Entering it again, her face grew darker and darker.

"Even though I could tell," Wanda muttered, pure anger appearing on her face, "it doesn't change the fact that YOU **ABANDONED ME!"** She roared in rage, causing him pain as the energy field he was trapped in started to crush him.

"You left me no choice Wanda! You could not control your anger!" Magneto rasped out in an attempt to defend himself.

But all that did was anger her further. "You want me angry?! I'll give you angry!" Using one of her hex bolts, she started to burn his skin off slowly. Magneto screamed in pain as his skin was being torn off slowly, blood, skin and flesh slowly peeling itself off.

"W-Wanda, please! I'm sorry!" Magneto cried out, pain creeping into his tone. All of his arrogance and power had left him in the face of his daughter. "I-"

"Shut up," she whispered, swiping with her hand. The left side of Magneto's face was attacked by a whip of chaos energy, causing him to cry out. The contact destroyed his skin, his vision immediately halved as his eye burst open in a shower of blood, the liquid falling down the side of his face.

Smirking cruelly, Wanda used her magic to conjure a crucifix behind Magneto as she nailed him to it. The others watched in horror, too stunned and too horrified to interfere. Waving her hand, she kept on firing bolts after bolts of hexes towards the prone mutant, the man crying out in pain upon each attack.

Blood flew and flesh collapsed as Magneto's body broke down more and more. Tears fell from Wanda's face as she used the pain and hatred she felt for him to kill him slowly.

"Don't you dare cry and beg me for forgiveness!" she screeched, her father now nothing more than a near-dead corpse. "How many times did I beg you to come for me every time I was locked away, only to be slapped in the face by reality?! How many years did I spend, alone because of you!"

"I... I didn't want you... to lose control... of yourself," Magneto rasped, blood falling from his lips as he did his best to cling to life stubbornly, although it was no use.

"Control..." Wanda laughed, the sound cold and sardonic. "I manipulate _chaos._ Control? Order?" A final hex bolt was flung from her hand towards her father, ending his life and obliterating his body. "That's overrated."

The mutant girl panted harshly, staring at the destroyed space in front of her. Glaring suddenly at the surrounding mutants, she growled. "Leave!"

Tripping over themselves - some even crying in fear - they quickly left, ignoring the unconscious mutants before them,

Panting and breathing heavily, she fell to her knees and held her hands to her face, crying softly. Tears of anger, of relief, of pain, of loss fell from her eyes as she sobbed, too emotional to express fully what she felt.

 **XXX**

Wolverine fell to the ground, his body healing to accommodate the pain he was feeling. He grunted, looking to his fallen allies. Black Panther, Iron Fist, Black Widow, Luke and Jessica were unconscious, with Black Panther being launched into _fucking space,_ of all places.

Hulk was still kicking, though. Him, Thor She-Hulk, and Ant-Man were the only ones still kicking. The mutant grit his teeth as he recalled Sam, Daredevil and Janet dying swiftly and brutally by Carol's hands, in addition to Hawkeye.

Frankly, he didn't care that Carol was being mind-controlled, he was very tempted to murder her. He growled, doing his best to stand up.

"Fucking hate mind-control," he muttered, knowing how much trouble it had caused him. Claws out, he dashed towards the airborne woman, who was contending with the team's heavy hitters. He grunted as he joined in, each blast burning or cutting into him, but he kept fighting, his anger giving him the fuel he needed to allow his body to continue fighting.

Carol kept on getting knocked back by both Hulks while Thor kept on going, their stamina and durability an annoyance. Roaring, she absorbed enough energy from Thor and blasted him into the air, only to get interrupted by the Hulks colliding into her, pinning her down and allowing Thor and Wolverine to attack her while down.

"Friend Carol, I am sorry, but I hope you stay down," Thor replied as he kept striking with Mjolnir, hoping to knock her unconscious.

Grunting, Carol flared her energy, producing a wave that knocked them back and allowed her to rise into the air again. She made to attack, only to pause as she received a telepathic response from Leo. _Carol, that's enough. You've done good. Retreat for now._

 _But I-_

Now.

Sighing, Carol glared as she flew higher, flying away.

"... I-Is she running away?" She-Hulk questioned, confused and angered.

"Not for long!" Thor exclaimed, flying after her.

Looking back and growling at Thor trying to follow her, she gathered her energy into one, single blast. Pouring most of her power into this, she sent a massive blast of energy right to where the Avengers were gathered.

Shocked, Thor quickly swerved back, hoping to contain the blast and stop it from the destroying the building. Appearing in front of it, Thor grunted as he tried to hold the beam back, his hammer at the forefront as he tried to use his godly strength and anger to contain it. Roaring, Thor allowed for the sky to rumble as he summoned the oncoming storm, Mjolnir being the focal point.

Once the lightning struck Mjolnir, Thor had enough strength to bat the blast away towards the sky, grunting heavily as he did so. He looked to the sky, seeing Carol vanish.

 **XXX**

 _Are you all finished yet?_

"Yeah," Rogue answered, all the members of the X-men unconscious with the exception of Scott. Unfortunately, he had been adamant that Jean was unchanged, and was being controlled by the 'freak', the Phoenix.

After laughing at how pathetic he was, and how she wouldn't touch him if he were the last man on the planet, she burnt him to a crisp. Quite frankly, Rogue tried to find it within herself to feel pity for Scott, but was coming up short.

"Don't worry. We'll be with you shortly," Jean replied, telekinetically dragging the vegetable that was Xavier through the ground, making sure to slam his head against the ground a few times.

 _Good. Meet back at our hideout. I'll get Wanda and we will_ _rendezvous with each other. Afterwards, I have some business to attend to._

"Roger that," the two girls responded.

 **XXX**

 _(Unknown Lair)_

Mystique's eyes popped open, immediately doing her best to crane her head to look at where she was, only for her to feel that her neck was restricted. A quick check of her limbs confirmed the same thing. She was lying down on a hard surface, forced to look up at the ceiling.

She squinted her eyes, struggling to remember the reason why she was kidnapped. Why she was trapped.

"I see that you're awake."

Ah. _That_ was the reason. Her eyes narrowed in fury at seeing Leonardo Sebastian stand over her, an amused smirk on his face.

"You!" she yelled, thrashing like an animal, gnashing her teeth to hope to sink them into his flesh. Eventually, she did try to shapeshift into another smaller, more nimble form, but suddenly, machines that Mystique didn't know where there lit up, allowing for energy waves to wash over the two of them. Mystique's eyes widened as her body spasmed like she was being shocked by lightning, before she went back to her normal form.

"W-What?" she questioned, shocked. "W-What did you do to me?!"

"A little invention that I created," Leo sighed, looking like he truly regretted his words. "This was simply a test, to prove that I could do it. I guess you could say that it was a skill that fuelled my ego, but it is something I now regret making. No mutant should have their powers dampened, making them _weak_ like normal humans. Unfortunately, disobedience is something that I usually don't tolerate. But don't worry, I can make an exception for you."

"You sick, twisted motherfucker!" Mystique roared, tears of anger, sadness and _pain_ falling from her eyes. "You take the one thing - the _one thing -_ I loved from this cruel, diseased world! How dare you?!"

"I simply killed Irene out of retaliation," Leo calmly countered. "You tried to control and manipulate me. Being the puppet master is _my_ job, after all."

"So you killed my lover because of something I hadn't done yet?!" Mystique howled and fought against her restraints. "What kind of messed up logic is that?!"

"I'd rather take precautions now, so I can use the incidents for my benefit. But don't worry," Leo soothed, running his hand across her face. He chuckled when Mystique tried to bite his fingers. "I can revive Irene whenever I want. I can join the two of you together. But she isn't the topic of discussion today."

"And what would that be?" she snarled.

"I want you to join me," he offered, making her pause out of sheer shock. He continued. "It's no secret that you and I fight for the same thing; promoting and preaching mutant rights while disdaining and even killing humanity for their crimes against our people. I can admire your passion and drive, limited as you are, contending with those stronger than you with nothing but wit, skill and cunning."

"You know, I'd be flattered if you weren't _a mass murderer and a psychopath!"_ she screeched near the end, wishing and praying to any god that he'd die.

"And yet, you followed Magneto after he has killed his own fair share of humans," Leo countered, a raised eyebrow. "He has threatened you, blackmailed you with Irene, and forces you to listen to him without question, something you did for years. You yourself have killed numerous amounts of people in your long life. The body count doesn't quite go up as high as mine, but it's still there. What makes him and you so different from me?"

Mystique made to answer, but she couldn't. Truth be told, she couldn't. Calling him a psychopath didn't mean much. She and Magneto had killed their fair share, in the defence and justification of preserving mutant rights.

"Exactly. Just because I killed Irene - something that could be rectified with a simple snap of my fingers - you think that you were different than me?" He sighed. "You know, I can forgive you for trying to spy on me. Bring Emma to me was a gift. Besides, you were merely being your cunning self. I can't fault you for that. Swear loyalty to me, and I promise you, I will resurrect Irene, and put you as my one of my finest associates."

"And you think I would trust your word?" Mystique questioned in disgust.

Leo shrugged. "I am considered many things; a god, a demon, a monster, perfection incarnate. But I am not a liar. But, if you defy me, Irene will be in limbo."

Growling to herself, Mystique mulled over her thoughts. Despite their somewhat similar goals, Leo was clearly too insane to trust. Not to mention that Irene's visions of him painted it out that the 'great changes' that he'd brought would bring devastation on a massive scale. She couldn't trust him, especially after he killed Irene. While she wanted her back desperately, he didn't trust him not to perverse her memory like he did upon capturing her.

"I refuse," she said finally, resigning herself to death. At least then, she'd finally meet Irene.

Leo sighed, like he'd expected her to say that. "Why do all of you have to be so difficult?" Walking up to her, he caressed her face, sliding it down her neck slowly and settling on her chest as he unbuttoned her blouse that he'd kidnapped her in, removing each button.

Panicking, Mystique tried to jerk away from him, but it was no use. "Let me go, you sick fuck!"

Ignoring her as he grinned down at her, he removed her shirt, staring at her black bra that held her blue breasts. "So, you can shapeshift into anyone and anything you want, hmm?" Despite himself, a perverse grin started to grow on his face. "I guess I will enjoy myself."

 ***LEMON WARNING***

Disabling the energy waves that were being produced from his machines, Leo ripped open her bra, revealing her blue breasts. He cupped one in his hand, squeezing the pliable flesh firmly and getting a small grunt from the female mutant.

"So, do you want to make this easier for the both of us, or do you want to resist me? The latter will just make me punishing you even more painful for you." A quick idea came to him, and he smiled as he snapped his fingers, freeing her from his chains. "Actually, on second thought; I have a better idea."

Conjuring a chair, he sat down as he unbuttoned his pants, freeing his massive erection from his pants. "Get on your knees and worship me."

Glaring at him with pure fury, she snarled. "You can't be serious. You think I'm going to get on my knees and allow you to rape me?!"

"Oh, trust me. You'll be begging for it after I'm done with you. But it doesn't change the fact that I can easily _make_ you like it. But I am a generous being-" Mystique scoffed "-and I can allow the choice for my sexual partner to be completely their own. Now..." He pointed to his massive cock, "... get sucking."

Glowering, muttering curses in her head so fast that many across the world would find appalling, she got off the table and - reluctantly - got on her knees, palming his cock in her hands. She leaned forward and engulfed his shaft with her lips.

"Modify your throat. I want to... experience your skills to the fullest," he suggested, enjoying the glare she was giving him. He gave a mocking innocent smile. "Pretty please?"

Making her throat a bit narrower and her tongue to be more longer, she deep-throated him, making him moan slightly. She slid her hands to his balls, grabbing them slightly and gripping them periodically. Slowly at first, and then brutally when she got past the ten-inch mark.

"Did you just try to crush my balls?" he asked, getting her to freeze. "Now, now, Mystique. We can't have that, now can we?"

Moving his hand to her flowing red hair, Leo slammed his cock forward, making sure all of his mammoth-like cock was down her throat. Gripping said throat, he thrusted his hips, his powerful movements causing drool to slip from her throat. Leo had a sick grin on his face as he stared at Mystique's own sulphuric yellow.

"Make your mouth smaller," he ordered, getting her to contemplate biting and tearing off his dick. Doing as he instructed, Mystique could feel the difference, her gullet not able to handle Leo's speed or power. Gripping her throat and shoving his balls and cock all at once into her throat, he groaned as he came violently.

A rush of semen flooded her throat, so much that - along with his genitals and the choking - she passed out, blood and semen falling down her throat and even leaking out of her mouth. Leo grunted as he continued to thrust and cum for a few more minutes, before pulling back, letting the blue-skinned mutant fall to her knees in a puddle of semen.

Panting, Leo spread her legs. "I guess rewarding even the ungrateful has benefits." Shoving his fingers gently into her pussy, Leo had electrical energy fire up on the digits, vibrating so much that Mystique moaned painfully but also lustfully, the sensations too much for her. It had been a long time since she had gotten any proper relief, and that was backfiring on her.

Moving his fingers in and out, he slowed his actions, getting another grunt from Mystique. He smiled. "Oh, I'm sorry. Did you want more?"

She couldn't even answer properly as she couldn't properly swallow all of his cum. Chuckling, Leo continued his actions, only to stop and pull back. She bucked her hips, but he placed his hands on them, caressing his thumbs on them.

"Ah ah ah, you have to beg for me to continue." Glaring, she stubborn defied him, turning her head to the other side. Shrugging, Leo continued his actions. His thumb scraped across her clitoris, sending bolts of pleasure through her body, only for him to stop and keep adding to her frustration. This kept on going for a few minutes, her resistance chipped at constantly.

Smirking at the fact that he knew she was near her limit, Leo placed his cock near the entrance of her pussy, teasing it bit by bit. For the coup de grâce, he sent mental probes to her addled mind, images of him fucking her into a coma, of him having her fucked in the ass, of him fucking her and his other girls. Technically, he wasn't controlling her, just giving her images of things that she clearly wanted.

Moans ran from her throat, trying to shove his cock deep into her, only for him to pause and pull back, causing her to scream in frustration. "Oh, I'm sorry. I didn't quite hear the proper magic words."

"Please," Mystique begged through her swallowing cum. "Fuck me! Make me scream! Make me feel alive again!"

"Will you submit to me, and me alone?" Leo questioned, an intense look in his eyes.

"Y-Yes! For God's sake, ye- EEESSS!" The last part of her speech was caused by him ramming his cock into her roughly, causing her to explode right then and there. Cum squirted out of her body, making excellent lubricant for him to fuck her thoroughly.

The tight passage was both painful and pleasurable to his cock, and he was fine with that. He grabbed her soft ass with his right hand as he lifted her up, ramming deep into her pussy and hitting her womb. Crying out in ecstasy, the blue-skinned mutant tried to keep up, but the poor woman was no much for his godly stamina.

His other hand gripped her thigh, animalistic grunts escaped his mouth as he fucked her thoroughly, each thrust causing stars to appear in her vision. Her breasts bounced as Leo mentally commanded her to expand her cup size. Too mentally-fucked to respond verbally, Mystique followed his orders. Her breasts swelled, going from a midway D-cup to a high E-cup. His teeth bit her left nipple as he fucked her thoroughly.

"Fuck me like you mean it! Give it to me, you son of a bitch! AH!" she cried out, tears of pleasure running down her face.

Thrust after thrust soon followed, his grunts becoming more pronounced and more powerful as he slammed against the end of her womb, sighing. "Here... it... comes!" he bellowed, his first shot of cum slamming into her with powerful force, followed by another, and then another. Mystique's belly expanded to accommodate the powerful bursts of cum entering her womb.

Placing her arms against his abs, Mystique had her eyes roll into the back of her head as she passed out, her tongue lolling out of her mouth as Leo continued to cum, expanding her belly only slightly. A pool of cum landed under her firm ass, escaping her tight pussy in a somewhat large puddle. Leo continued to pummel more cum into her system, until his blasts got weaker and weaker.

Sighing, he pulled out with a _pop,_ allowing a rush of cum to fall out onto the floor. He chuckled as Mystique slowly tilted her head up, fear crawling to her face at seeing him still erect.

"Oh, we're not done, my dear," Leo warned, twisting her over and making her land on her stomach, more cum seeping out of her well-fucked pussy. "Now, while I enjoy your blue form, I want us to both have fun. Turn into... Carol."

Without a thought, Mystique's body morphed into that of Carol Danvers, making him smirk. "Make her ass bigger, and give her her old personality. I want to relive old times."

Following his commands, 'Carol's' ass got more bigger and somewhat fatter, as she looked at him with a scowl on her face.

"Don't you dare fuck me there, you sick bastard!" she yelled, really getting into character. "Put that thing near me, and I'll rip it off!"

Chuckling, he gripped her hips. "I highly doubt that." With a shout, he slammed his cock into her ass, getting an extremely loud screech. He grunted, pounding her ridiculously tight ass with fury and gusto.

"And to think, before I met you, you were always a tight-ass!" he laughed, each grunt giving a meaty _SMACK_ to her ass, turning it red with each thrust. "But I bet you enjoy it, don't you?!"

"F-Fuck you! I don't e-enjoy shi-IIT!" 'Carol' screeched again, gripping the floor as he unloaded again, cum filling her ass as he yelled in success and conquest. Cum spilled from her rectum as he dislodged himself, shooting more and more cum on her body.

"H-happy now, you fucking bastard?" 'Carol' growled at him as she glared up at him through the cum coating her face, red marks on her cheeks from staying on the ground for too long.

Chuckling, Leo responded with, "Yeah. That look suits you better. But I'm not done yet."

Groaning at listen to his telepathic command, Mystique shifted form again, having changed to match Wanda's body this time.

 _Goddammit,_ she thought to herself in trepidation and excitement.

 ***END LEMON***

 **Yes, this was a long time coming. I'm just glad to be back.**

 **Online classes were a bitch to deal. Next time, I ain't gonna jinx myself ever fucking again. You'd think that uni would take the hint, but NOOO!**

 **Anyways, hope you enjoyed the chapter. Although, I do regret killing Magneto (not really anyone else, honestly. Magneto is one of my favourite villains). But realistically, if Wanda had wanted her revenge on her father, she would've gotten it. Leo wouldn't stop her just because Magneto is similar to him in terms of goals (and that he's awesome but still) without looking like a hypocrite.**

 **Anywho, Guest review time:**

 **1.) No DC crossover. Too big, too much time being invested, just... no.**

 **2.) Eventually, he'll be changing, although there will be a big event to cause said change. Realistically, it'd have to be slow, considering Leo's shattered psyche. As for either getting to the O.A.A.'s level and/or surpassing him... maybe. Though it will be a long road ahead.**

 **3.) I'm sorry, but I literally don't understand what you are saying.**

 **4.) I'll consider your words.**

 **5.) English, please.**

 **Alright. I'm glad that's done. Just in time for VE day (those in the UK would know). So, if you do live in the UK, or you know what it stands for, Happy VE Day. My respects to the anniversary and soldiers involved in the event who died.**

 **Thx. Read and Review!**


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